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Section 1: 4 (FORM 4 SUBMISSION)

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Goff Gregory James
  2. Issuer Name and Ticker or Trading Symbol
Marathon Petroleum Corp [MPC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Exec Vice Chairman
(Last)
(First)
(Middle)
C/O MARATHON PETROLEUM CORPORATION, 539 S. MAIN STREET
3. Date of Earliest Transaction (Month/Day/Year)
10/01/2018
(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)
Code V Amount (A) or (D) Price
Common Stock 10/01/2018   A   1,626,025 A (1)(2)(3)(4)(5) 1,626,025 D  
Common Stock 10/01/2018   A   1,017 A (2)(3)(6) 1,017 I By 401(k)
Common Stock 10/01/2018   A   38,790 A (2)(3)(7) 38,790 I By 2008 Investment Trust

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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) $7.31 10/01/2018   A   62,669   10/01/2018 05/03/2020 Common Stock 62,669 $ 0 (2)(3)(8) 62,669 D  
Stock Option (right to buy) $6.92 10/01/2018   A   220,660   10/01/2018 05/05/2020 Common Stock 220,660 $ 0 (2)(3)(8) 220,660 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Goff Gregory James
C/O MARATHON PETROLEUM CORPORATION
539 S. MAIN STREET
FINDLAY, OH 45840
  X     Exec Vice Chairman  

Signatures

 /s/ Molly R. Benson, Attorney-in-Fact for Gregory James Goff   10/03/2018
**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) Includes 956,902 shares of Issuer common stock received in exchange for 588,193 shares of Andeavor common stock in connection with the merger of Mahi Inc., a wholly owned subsidiary of the Issuer, with and into Andeavor on October 1, 2018, with Andeavor as the surviving entity (the "Merger").
(2) In connection with the Merger, holders of Andeavor common stock elected to receive, per share of Andeavor common stock, 1.87 shares of Issuer common stock or $152.27 in cash, subject to allocation and proration provisions set forth in the merger agreement, with cash paid in lieu of fractional shares. On the effective date of the Merger, the closing price of Issuer common stock was $82.43 per share.
(3) All reported amounts are estimated as of October 3, 2018 based on preliminary information with respect to the Merger and such cash/stock elections. Final amounts will be reported in a subsequent filing.
(4) Includes 368,231 Issuer restricted stock units received upon conversion of 120,035 Andeavor market stock unit awards. The Andeavor awards were converted in the Merger based on the number of shares of Andeavor common stock that would have been issued pursuant to such market stock unit awards based on actual performance through the Merger multiplied by 1.87 and rounded down to the nearest whole number.
(5) Includes 300,892 Issuer restricted stock units received upon conversion of 112,863 Andeavor performance share awards. The Andeavor awards were converted in the Merger based on the number of shares of Andeavor common stock that would have been issued pursuant to such performance share awards based on actual performance through the Merger multiplied by 1.87 and rounded down to the nearest whole number.
(6) Received in exchange for 625.717 shares of Andeavor common stock held through the Andeavor 401(k) plan.
(7) Received in exchange for 23,844 shares of Andeavor common stock held in trust, for which the Reporting Person is a co-trustee, in connection with the Merger.
(8) Received in exchange for option awards in respect of 33,513 and 118,000 shares of Andeavor common stock, respectively, in connection with the Merger. The Andeavor options were converted in the Merger based on the number of Andeavor shares subject to such option award multiplied by 1.87 (rounded down to the nearest whole share) and with an exercise price (rounded up to the nearest whole cent) equal to the exercise price per share of Andeavor common stock divided by 1.87.
 
Remarks:
Executive Vice Chairman

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