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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 *
Marathon Petroleum Corp
  2. Issuer Name and Ticker or Trading Symbol
MPLX LP [MPLX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
539 S. MAIN STREET
3. Date of Earliest Transaction (Month/Day/Year)
07/30/2019
(Street)

FINDLAY, OH 45840
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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 Units (Limited Partner Interests) 07/30/2019   A   161,295,606 A (1)(2)(3)(4)(5) 665,997,540 I See Footnotes(1)(3)(4)
TexNew Mex Units 07/30/2019   A   80,000 A (1)(2)(6) 80,000 I See Footnotes(1)(4)(6)
Special Limited Partner Interest 07/30/2019   A   1 A (1)(2)(7) 1 I See Footnotes(1)(4)(7)

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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Marathon Petroleum Corp
539 S. MAIN STREET
FINDLAY, OH 45840
  X   X    
MPC Investment LLC
539 S. MAIN STREET
FINDLAY, OH 45840
  X   X    
MPLX GP LLC
200 E. HARDIN STREET
FINDLAY, OH 45840
  X   X    
MPLX Logistics Holdings LLC
200 E. HARDIN STREET
FINDLAY, OH 45840
      Less than 10% owner
Western Refining Southwest, Inc.
539 S. MAIN ST.
FINDLAY, OH 45840
    X    
Tesoro Logistics GP, LLC
539 S. MAIN ST.
FINDLAY, OH 45840
      Less than 10% owner
ANDEAVOR LLC
539 S. MAIN STREET
FINDLAY, OH 45840
    X    
Western Refining, Inc.
539 S. MAIN STREET
FINDLAY, OH 45840
    X    
Giant Industries, Inc.
539 S. MAIN STREET
FINDLAY, OH 45840
    X    
TESORO REFINING & MARKETING Co LLC
539 S. MAIN STREET
FINDLAY, OH 45840
      Less than 10% owner

Signatures

 /s/ Molly R. Benson, Vice President, Chief Securities, Governance and Compliance Officer and Corporate Secretary, Marathon Petroleum Corporation   08/01/2019
**Signature of Reporting Person Date

 /s/ Molly R. Benson, Vice President, Chief Securities Governance and Compliance Officer and Corporate Secretary, MPC Investment LLC   08/01/2019
**Signature of Reporting Person Date

 /s/ Molly R. Benson, Vice President, Chief Securities Governance and Compliance Officer and Corporate Secretary, MPLX GP LLC   08/01/2019
**Signature of Reporting Person Date

 /s/ Molly R. Benson, Assistant Secretary, MPLX Logistics Holdings LLC   08/01/2019
**Signature of Reporting Person Date

 /s/ Molly R. Benson, Vice President and Secretary, Western Refining Southwest, Inc.   08/01/2019
**Signature of Reporting Person Date

 /s/ Molly R. Benson, Vice President, Chief Securities, Governance & Compliance Officer and Corporate Secretary, Tesoro Logistics GP, LLC   08/01/2019
**Signature of Reporting Person Date

 /s/ Molly R. Benson, Vice President and Secretary, Andeavor LLC   08/01/2019
**Signature of Reporting Person Date

 /s/ Molly R. Benson, Vice President and Secretary, Western Refining, Inc.   08/01/2019
**Signature of Reporting Person Date

 /s/ Molly R. Benson, Vice President and Secretary, Giant Industries, Inc.   08/01/2019
**Signature of Reporting Person Date

 /s/ Molly R. Benson, Vice President and Secretary, Tesoro Refining & Marketing Company LLC   08/01/2019
**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) This Form 4 is submitted jointly by Marathon Petroleum Corporation ("MPC"), MPC Investment LLC ("MPC Investment"), MPLX GP LLC (the "General Partner"), MPLX Logistics Holdings LLC ("Logistics Holdings"), Andeavor LLC, Western Refining, Inc. ("WRI"), Giant Industries, Inc. ("GII"), Western Refining Southwest, Inc. ("WRSI"), Tesoro Refining & Marketing Company LLC ("TRMC"), and Tesoro Logistics GP, LLC ("TLGP"). Tesoro Alaska Company LLC ("TAC") is also a member of the Reporting Group but, as described below, is filing a separate Form 4 related to the same events as this Form 4. MPC Investment, a direct wholly owned subsidiary of MPC, owns all of the membership interests in the General Partner and Logistics Holdings. Andeavor LLC is a wholly owned subsidiary of MPC. WRI is a wholly owned subsidiary of Andeavor LLC. GII is a wholly owned subsidiary of WRI. WRSI is a wholly owned subsidiary of GII. TRMC and TAC are wholly owned subsidiaries of WRSI.
(2) On July 30, 2019 (the "Effective Time"), pursuant to the Agreement and Plan of Merger, dated as of May 7, 2019, by and among the Issuer, Andeavor Logistics LP ("ANDX"), TLGP, the General Partner and MPLX MAX LLC ("Merger Sub"), Merger Sub merged with and into ANDX (the "Merger"), with ANDX surviving the Merger as a wholly owned subsidiary of the Issuer.
(3) At the Effective Time, each common unit representing limited partner interests in ANDX held by each of WRSI and TLGP was converted into the right to receive 1.0328 common units representing limited partner interests in the Issuer (such conversion, the "Common Unit Conversion"). As a result of the Common Unit Conversion, WRSI received 69,763,859 common units representing limited partner interests in the Issuer and TLGP received 91,531,747 common units representing limited partner interests in the Issuer.
(4) All of the membership interests in TLGP are held by TRMC, TAC and WRSI. Accordingly, MPC Investment, the General Partner, Logistics Holdings, Andeavor LLC, WRI, GII, WRSI, TRMC, TAC and TLGP are all direct or indirect wholly owned subsidiaries of MPC.
(5) The closing price of common units representing limited partner interests in the Issuer on July 29, 2019, which was the last complete trading day prior to Effective Time, was $28.51 as reported on the New York Stock Exchange. MPC and certain of the other Reporting Persons may be deemed to beneficially own all of the common units representing limited partner interests in the Issuer owned by each of WRSI and TLGP, but each disclaims beneficial ownership of such securities except to the extent of each Reporting Person's pecuniary interest therein.
(6) At the Effective Time, each TexNew Mex Unit of ANDX held by WRSI prior to the Effective Time was converted into the right to receive a TexNew Mex Unit of the Issuer, a new class of limited partner units in the Issuer with substantially the same rights, powers, duties and obligations as the TexNew Mex Units of ANDX. MPC and certain of the other Reporting Persons may be deemed to beneficially own all of the TexNew Mex Units of MPLX owned by WRSI, but each disclaims beneficial ownership of such securities except to the extent of each Reporting Person's pecuniary interest therein.
(7) At the Effective Time, the Special Limited Partnership Interest of ANDX held by WRSI prior to the Effective Time was converted into the right to receive a Special Limited Partner Interest of the Issuer, a new class of special limited partner interest in the Issuer with substantially the same rights, powers, duties and obligations as the Special Limited Partner Interest of ANDX. MPC and certain of the other Reporting Persons may be deemed to beneficially own the Special Limited Partner Interest of the Issuer owned by WRSI, but each disclaims beneficial ownership of such security except to the extent of each Reporting Person's pecuniary interest therein.
 
Remarks:
This Form 4 is the first of two Forms 4 being filed relating to the same events. The Form 4 has been split into two filings because there are more than ten Reporting Persons in the Reporting Group and the SEC's EDGAR filing system limits each Form 4 filing to a maximum of ten Reporting Persons. This Form 4 is jointly filed by MPC, MPC Investment, the General Partner, Logistics Holdings, Andeavor LLC, WRI, GII, WRSI, TRMC and TLGP.

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. (Back To Top)