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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Appreciation Right | $ 14.25 | 06/30/2011 | A(1) | 37,228 | 06/30/2011 | 05/26/2014 | Common Stock | 37,228 | (1) (2) | 37,228 | D | ||||
Stock Option (right to buy) | $ 20.2 | 06/30/2011 | A(1) | 36,659 | 06/30/2011 | 05/25/2015 | Common Stock | 36,659 | (1) (2) | 36,659 | D | ||||
Stock Option (right to buy) | $ 32.06 | 06/30/2011 | A(1) | 35,979 | 06/30/2011 | 06/01/2016 | Common Stock | 35,979 | (1) (2) | 35,979 | D | ||||
Stock Option (right to buy) | $ 51.75 | 06/30/2011 | A(1) | 35,512 | 06/30/2011 | 05/30/2017 | Common Stock | 35,512 | (1) (2) | 35,512 | D | ||||
Stock Option (right to buy) | $ 46.08 | 06/30/2011 | A(1) | 27,589 | 06/30/2011 | 02/27/2018 | Common Stock | 27,589 | (1) (2) | 27,589 | D | ||||
Stock Option (right to buy) | $ 20.19 | 06/30/2011 | A(1) | 93,571 | 06/30/2011(5) | 02/25/2019 | Common Stock | 93,571 | (1) (2) | 93,571 | D | ||||
Stock Option (right to buy) | $ 24.73 | 06/30/2011 | A(1) | 123,170 | 06/30/2011(6) | 02/24/2020 | Common Stock | 123,170 | (1) (2) | 123,170 | D | ||||
Stock Option (right to buy) | $ 41.69 | 06/30/2011 | A(1) | 118,372 | 02/23/2012(7) | 02/23/2021 | Common Stock | 118,372 | (1) (2) | 118,372 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Heminger Gary R C/O MARATHON PETROLEUM CORPORATION 539 S. MAIN STREET FINDLAY, OH 45840 |
X | President & CEO |
/s/ Molly R. Benson, Attorney-in-Fact for Gary R. Heminger | 07/05/2011 | |
**Signature of Reporting Person | Date |
* | 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) | Adjusted distribution resulting from the spin-off of Issuer from Marathon Oil Corporation on June 30, 2011 (the "Spin-Off"). |
(2) | Amounts reported in this row are estimated as of July 5, 2011 based on preliminary information regarding the Spin-Off; final amounts, if different, will be reported in a subsequent filing. |
(3) | Includes 62,411 shares acquired in a pro-rata distribution of Issuer shares from Marathon Oil Corporation in connection with the Spin-Off. |
(4) | These shares were acquired in a pro-rata distribution of Issuer shares from Marathon Oil Corporation in connection with the Spin-Off. |
(5) | 51,784 shares vest on February 25, 2012. |
(6) | 102,491 shares vest in annual installments of 51,245 shares on February 24, 2012 and 51,246 shares on February 24, 2013, respectively. |
(7) | Vests in annual installments of 39,457 shares on February 23, 2012, 39,457 shares on February 23, 2013 and 39,458 shares on February 23, 2014, respectively. |