Edgar Filing: Nichols Rodney P.

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

OMB APPROVAL

OMB Number:

3235-0287

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Nichols Rodney P.

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)
VP, HR & Admin. Services

(Last)

(First)

(Middle)

C/O MARATHON PETROLEUM CORPORATION, 539 S. MAIN STREET

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

(Street)

FINDLAY, OH 45840

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		A⁽¹⁾		9,675	A	⁽¹⁾ ⁽²⁾	9,675	D
Common Stock	07/01/2011		A		4,740	A	$ 0	16,582 ⁽³⁾	D
Common Stock								3,513.088 ⁽⁴⁾	I	By 401(k) Plan
Common Stock								2,194 ⁽⁴⁾	I	By Wife's Revocable Trust ⁽⁵⁾
Common Stock								8,463 ⁽⁴⁾	I	By Revocable Trust ⁽⁶⁾

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)

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

Stock Appreciation Right

$ 14.25

06/30/2011

A⁽¹⁾

20,566

06/30/2011

05/26/2014

Common Stock

20,566

⁽¹⁾ ⁽²⁾

20,566

Stock Option (right to buy)

$ 11.92

06/30/2011

A⁽¹⁾

3,903

06/30/2011

05/28/2012

Common Stock

3,903

⁽¹⁾ ⁽²⁾

3,903

Stock Option (right to buy)

$ 20.2

06/30/2011

A⁽¹⁾

9,712

06/30/2011

05/25/2015

Common Stock

9,712

⁽¹⁾ ⁽²⁾

9,712

Stock Option (right to buy)

$ 32.06

06/30/2011

A⁽¹⁾

4,949

06/30/2011

06/01/2016

Common Stock

4,949

⁽¹⁾ ⁽²⁾

4,949

Stock Option (right to buy)

$ 51.75

06/30/2011

A⁽¹⁾

3,903

06/30/2011

05/30/2017

Common Stock

3,903

⁽¹⁾ ⁽²⁾

3,903

Stock Option (right to buy)

$ 46.08

06/30/2011

A⁽¹⁾

3,187

06/30/2011

02/27/2018

Common Stock

3,187

⁽¹⁾ ⁽²⁾

3,187

Stock Option (right to buy)

$ 20.19

06/30/2011

A⁽¹⁾

11,722

06/30/2011⁽⁷⁾

02/25/2019

Common Stock

11,722

⁽¹⁾ ⁽²⁾

11,722

Stock Option (right to buy)

$ 24.73

06/30/2011

A⁽¹⁾

16,542

06/30/2011⁽⁸⁾

02/24/2020

Common Stock

16,542

⁽¹⁾ ⁽²⁾

16,542

Stock Option (right to buy)

$ 41.69

06/30/2011

A⁽¹⁾

19,000

02/23/2012⁽⁹⁾

02/23/2021

Common Stock

19,000

⁽¹⁾ ⁽²⁾

19,000

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Nichols Rodney P. C/O MARATHON PETROLEUM CORPORATION 539 S. MAIN STREET FINDLAY, OH 45840			VP, HR & Admin. Services

Signatures

/s/ Molly R. Benson, Attorney-in-Fact for Rodney P. Nichols		07/05/2011
^**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)	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 2,167 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)	By Barb Nichols Revocable Trust Agreement (wife).
(6)	By Rodney P. Nichols Revocable Trust Agreement.
(7)	6,487 shares vest on February 25, 2012.
(8)	13,765 shares vest in annual installments of 6,882 shares on February 24, 2012 and 6,883 shares on February 24, 2013, respectively.
(9)	Vests in annual installments of 6,332 shares on February 23, 2012, 6,334 shares on February 23, 2013 and 6,334 shares on February 23, 2014, respectively.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.