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Form 4 Marathon Petroleum Corp For: Sep 19 Filed by: Gagle Suzanne

September 21, 2022 5:21 PM EDT
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: December 31, 2014
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hours per response: 0.5
  
 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
Gagle Suzanne
(Last) (First) (Middle)
C/O MARATHON PETROLEUM CORPORATION
539 S. MAIN STREET
(Street)
FINDLAY OH 45840
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Marathon Petroleum Corp [ MPC ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Gen Counsel and SVP Gov Aff
3. Date of Earliest Transaction (Month/Day/Year)
09/19/2022
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 09/19/2022   M   2,370 A $ 44.915 46,366 D  
Common Stock 09/19/2022   S (1)   2,370 D $ 93.02 43,996 D  
Common Stock 09/19/2022   M   3,006 A $ 44.77 47,002 D  
Common Stock 09/19/2022   S (1)   3,006 D $ 93.02 43,996 D  
Common Stock 09/19/2022   M   4,120 A $ 50.88 48,116 D  
Common Stock 09/19/2022   S (1)   4,120 D $ 95 43,996 D  
Common Stock 09/19/2022   M   20,000 A $ 34.63 63,996 D  
Common Stock 09/19/2022   S (1)   20,000 D $ 93.02 43,996 D  
Common Stock 09/19/2022   M   5,678 A $ 34.63 49,674 D  
Common Stock 09/19/2022   S (1)   5,678 D $ 95 43,996 D  
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) $ 44.915 09/19/2022   M     2,370 04/01/2014 (2) 04/01/2023 Common Stock 2,370 $ 0 0 D  
Employee Stock Option (right to buy) $ 44.77 09/19/2022   M     3,006 04/01/2015 (3) 04/01/2024 Common Stock 3,006 $ 0 0 D  
Employee Stock Option (right to buy) $ 50.88 09/19/2022   M     4,120 04/01/2016 (4) 04/01/2025 Common Stock 4,120 $ 0 0 D  
Employee Stock Option (right to buy) $ 34.63 09/19/2022   M     20,000 03/01/2017 (5) 03/01/2026 Common Stock 20,000 $ 0 5,678 D  
Employee Stock Option (right to buy) $ 34.63 09/19/2022   M     5,678 03/01/2017 (5) 03/01/2026 Common Stock 5,678 $ 0 0 D  
Explanation of Responses:
1. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 19, 2022.
2. This option, in the amount of 2,370, is exercisable as follows: 790 shares on April 1, 2014, 790 shares on April 1, 2015 and 790 shares on April 1, 2016.
3. This option, in the amount of 3,006, is exercisable as follows: 1,002 shares on April 1, 2015, 1,002 shares on April 1, 2016 and 1,002 shares on April 1, 2017.
4. This option, in the amount of 4,120, is exercisable as follows: 1,372 shares on April 1, 2016, 1,374 shares on April 1, 2017 and 1,374 shares on April 1, 2018.
5. This option, in the amount of 25,678, is exercisable as follows: 8,559 shares on March 1, 2017, 8,559 shares on March 1, 2018 and 8,560 shares on March 1, 2019.
Remarks:
General Counsel and Senior Vice President, Government Affairs
/s/ Molly R. Benson, Attorney-in-Fact for Suzanne Gagle 09/21/2022
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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