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Section 1: 3 (FORM 3 SUBMISSION)

Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *
  Hennigan Michael J
2. Date of Event Requiring Statement (Month/Day/Year)
11/01/2019
3. Issuer Name and Ticker or Trading Symbol
Marathon Petroleum Corp [MPC]
(Last)
(First)
(Middle)
C/O MARATHON PETROLEUM CORPORATION, 539 S. MAIN STREET
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President & CEO, MPLX GP LLC
5. If Amendment, Date Original Filed (Month/Day/Year)
(Street)

FINDLAY, OH 45840
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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 31,254
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) 03/01/2019(1) 03/01/2028 Common Stock 30,225 $64.79 D  
Stock Option (right to buy) 03/01/2020(2) 03/01/2029 Common Stock 61,925 $62.68 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Hennigan Michael J
C/O MARATHON PETROLEUM CORPORATION
539 S. MAIN STREET
FINDLAY, OH 45840
      President & CEO, MPLX GP LLC  

Signatures

/s/ Molly R. Benson, Attorney-in-Fact for Michael J. Hennigan 11/08/2019
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) 20,150 shares vest in installments of 10,075 shares on March 1, 2020 and 10,075 shares on December 31, 2020.
(2) 61,925 shares vest in installments of 20,641 shares on March 1, 2020 and 41,284 shares on December 31, 2020.
 
Remarks:
The Reporting Person is the President and Chief Executive Officer of MPLX GP LLC, a subsidiary of the Issuer.

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

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Section 2: EX-24.3_878752 (POA DOCUMENT)

EXHIBIT 24

MPC POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints Molly R. Benson, Jodi E. Baker, Peter I. Kern and Shane T. Pfleiderer
(the "Attorneys"), and each of them, as the true and lawful attorney or
attorneys-in-fact, with full power of substitution and revocation, for the
undersigned and in the name, place and stead of the undersigned, in any and all
capacities, to execute, on behalf of the undersigned, (1) any and all notices
pursuant to Rule 144 under the Securities Act of 1933 with respect to sales of
shares of common stock, par value $0.01 per share, or other securities, of
Marathon Petroleum Corporation, including, without limitation, all notices of
proposed sale on Form 144, and (2) any and all statements or reports under
Section 16 of the Securities Exchange Act of 1934 with respect to the beneficial
ownership of common stock, par value $0.01 per share, or other securities, of
Marathon Petroleum Corporation, including, without limitation, all initial
statements of beneficial ownership on Form 3, all statements of changes in
beneficial ownership on Form 4, all annual statements of beneficial ownership on
Form 5 and all successor or similar forms, to be filed with the Securities and
Exchange Commission, to execute any and all amendments or supplements to any
such notices, statements or reports, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting to said Attorney or Attorneys-in-fact, and each of
them, full power and authority to do so and perform each and every act and thing
requisite and necessary to be done in and about the premises (including, without
limitation, completing, executing, delivering and filing a Form ID to apply for
electronic filing codes), as fully and to all intents and purposes as the
undersigned might or could do in person, and hereby ratifying and confirming all
that said Attorney or Attorneys-in-fact, or any of them, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof. The
undersigned acknowledges that the foregoing Attorneys-in-fact, and each of them,
in serving in such capacity at the request of the undersigned, are not assuming
any of the responsibilities of the undersigned to comply with Section 16 of the
Securities Exchange Act of 1934 or any other legal requirement. This Power of
Attorney shall remain in effect until revoked in writing by the undersigned.


/s/ Michael J. Hennigan
Michael J. Hennigan
 
Date:  6/19/2017

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