Edgar Filing: Marathon Petroleum Corp

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

MARATHON OIL CORP

2. Issuer Name and Ticker or Trading Symbol
Marathon Petroleum Corp [MPC]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

5555 SAN FELIPE ROAD

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2011

(Street)

HOUSTON, TX 77056

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/30/2011		J⁽¹⁾		2	D	$ 0 ⁽¹⁾	0	D
Common Stock	06/30/2011		J⁽¹⁾		356,125,174	A	$ 0 ⁽¹⁾	356,125,174	D
Common Stock	06/30/2011		J⁽²⁾		356,125,174	D	$ 0 ⁽²⁾	0	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
MARATHON OIL CORP 5555 SAN FELIPE ROAD HOUSTON, TX 77056		X

Signatures

Sylvia J. Kerrigan, Vice President, General Counsel and Secretary		07/01/2011
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	In connection with the spin off of Marathon Petroleum Corporation by Marathon Oil Corporation and pursuant to the terms and conditions of Section 3.3, The Separation of Article III of the Separation and Disribution Agreement (the "Agreement"), dated May 25, 2011 among Marathon Oil Corporation ("MRO"), Marathon Oil Company ("MOC") and Marathon Petroleum Corporation ("MPC"), and in consideration of MRO completing the Contribution, as such term is defined in Section 3.3(a) of the Agreement, and causing the MOC Contribution to be completed, MPC was recapitalized, with MRO surrendering all of the then issued and outstanding MPC common stock (2 shares) in exchange for 356,125,174 shares of MPC common stock which equals the number of MPC shares to be distributed by MRO in the Distribution, as such term is defined in Section 4.5(a) of Article IV, The Distribution in the Agreement.
(2)	In connection with the spin off of Marathon Petroleum Corporation by Marathon Oil Corporation and pursuant to the terms and conditions of Section 4.5, The Distribution of Article IV of the Agreement, MRO effected the Distribution, as such term is defined in Section 4.5(a) of the Agreement, on June 30, 2011, and caused to be distributed to each holder of record of MRO common stock as of June 27, 2011, the record date by means of a pro-rata dividend of one share of MPC common stock for every two shares of MRO common stock held of record by such holder as of the record date.

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