SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Heminger Gary R

(Last)

(First)

(Middle)

C/O MARATHON OIL CORPORATION

5555 SAN FELIPE ROAD

(Street)

HOUSTON

77056

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MARATHON OIL CORP [ MRO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive V. P. - Downstream

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

4. If Amendment, Date of 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

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)
Marathon Oil Corporation Common Stock	06/30/2011		J⁽¹⁾		59,500	D	$0.00	133,452.086⁽²⁾	D

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Appreciation Right	$16.805	06/30/2011		J⁽³⁾			78,200	05/26/2005⁽⁴⁾	05/26/2014	Common Stock	78,200	$0.00	0	D
Stock Appreciation Right	$10.53	06/30/2011		J⁽³⁾		74,456		05/26/2007	05/26/2014	Common Stock	74,456	$0.00	74,456	D
Employee Stock Option (Right to Buy)	$23.825	06/30/2011		J⁽⁵⁾			77,000	05/25/2006⁽⁶⁾	05/25/2015	Common Stock	77,000	$0.00	0	D
Employee Stock Option (Right to Buy)	$14.93	06/30/2011		J⁽⁵⁾		73,319		05/25/2008	05/25/2015	Common Stock	73,319	$0.00	73,319	D
Employee Stock Option (Right to Buy)	$37.818	06/30/2011		J⁽⁵⁾			75,600	06/01/2007⁽⁷⁾	06/01/2016	Common Stock	75,600	$0.00	0	D
Employee Stock Option (Right to Buy)	$23.69	06/30/2011		J⁽⁵⁾		71,959		06/01/2009	06/01/2016	Common Stock	71,959	$0.00	71,959	D
Employee Stock Option (Right to Buy)	$61.05	06/30/2011		J⁽⁵⁾			74,600	05/30/2008⁽⁸⁾	05/30/2017	Common Stock	74,600	$0.00	0	D
Employee Stock Option (Right to Buy)	$38.25	06/30/2011		J⁽⁵⁾		71,024		05/30/2010	05/30/2017	Common Stock	71,024	$0.00	71,024	D
Employee Stock Option (Right to Buy)	$54.36	06/30/2011		J⁽⁵⁾			58,000	02/27/2009⁽⁹⁾	02/27/2018	Common Stock	58,000	$0.00	0	D
Employee Stock Option (Right to Buy)	$34.06	06/30/2011		J⁽⁵⁾		55,178		02/27/2011	02/27/2018	Common Stock	55,178	$0.00	55,178	D
Employee Stock Option (Right to Buy)	$23.82	06/30/2011		J⁽⁵⁾⁽¹⁰⁾			131,700	02/25/2010⁽¹¹⁾	02/25/2019	Common Stock	131,700	$0.00	0	D
Employee Stock Option (Right to Buy)	$14.92	06/30/2011		J⁽⁵⁾⁽¹⁰⁾		135,359		02/25/2011⁽¹²⁾	02/25/2019	Common Stock	135,359	$0.00	135,359	D
Employee Stock Option (Right to Buy)	$29.17	06/30/2011		J⁽⁵⁾⁽¹⁰⁾			130,300	02/24/2011⁽¹³⁾	02/24/2020	Common Stock	130,300	$0.00	0	D
Employee Stock Option (Right to Buy)	$18.28	06/30/2011		J⁽⁵⁾⁽¹⁰⁾		144,030		02/24/2011⁽¹⁴⁾	02/24/2020	Common Stock	144,030	$0.00	144,030	D
Employee Stock Option (Right to Buy)	$49.18	06/30/2011		J⁽¹⁰⁾			100,300	02/23/2012⁽¹⁵⁾	02/23/2021	Common Stock	100,300	$0.00	0	D
Employee Stock Option (Right to Buy)	$30.81	06/30/2011		J⁽¹⁰⁾		118,372		02/23/2012⁽¹⁶⁾	02/23/2021	Common Stock	118,372	$0.00	118,372	D

Explanation of Responses:

1. Effective immediately after the spin-off on June 30, 2011, of Marathon Petroleum Corporation ("MPC") by Marathon Oil Corporation ("MRO"), the reporting person ceased to be an officer of Marathon Oil Corporation and became an officer of Marathon Petroleum Corporation. In connection with the spin-off, MRO restricted stock awards of MRO officers who became officers of MPC immediately after the spin-off were replaced with substitute MPC restricted stock awards, each of which will generally preserve the value of the original award as of the distribution date.

2. Includes dividends of 85.793 shares previously not reported pursuant to Rule 16a-11.

3. In connection with the spin-off of Marathon Petroleum Corporation ("MPC") on June 30, 2011 by Marathon Oil Corporation ("MRO"), outstandng MRO vested stock appreciation rights (SARs) were replaced with both adjusted MRO SARs and MPC SARs. Both SARs, when combined, will generally preserve the instrinsic value of the original SAR grant. They will also generally preserve the ratio of exercise price to the fair market value of MRO common stock on the distribution date.

4. Vested in cumulative installments on May 26, 2005, 2006 and 2007, respectively.

5. In connection with the spin-off of Marathon Petroleum Corporation ("MPC") on June 30, 2011 by Marathon Oil Corporation ("MRO"), outstanding MRO stock options that are vested, whether held by a current or former officer of MRO or MPC were adjusted, so that the holders hold stock options to purchase both MRO common stock and MPC common stock. The MRO and MPC stock options received, when combined, will generally preserve the instrinsic value of each original stock option grant and the ratio of exercise price to the fair market value of MRO common stock on the distribution date.

6. Vested in cumulative installments on May 25, 2006, 2007 and 2008, respectively.

7. Vested in cumulative installments on June 1, 2007, 2008 and 2009, respectively.

8. Vested in cumulative installments on May 30, 2008, 2009 and 2010, respectively.

9. Vested in cumulative installments on February 27, 2009, 2010 and 2011, respectively.

10. In connection with the spin-off of Marathon Petroleum Corporation ("MPC") on June 30, 2011 by Marathon Oil Corporation ("MRO"), outstanding MRO stock options that were not vested, and were held by MRO officers who became officers of MPC immediately after the spin-off, were replaced with substitute options to purchase MPC common stock. The substitute MPC options will generally preserve the instrinsic value of each original stock option grant, and also generally preserve the ratio of the exercise price to the fair market value of MRO common stock on the distribution date.

11. Vests in cumulative installments of 87,800 and 43,900 shares on February 25, 2011 and 2012, respectively.

12. Vests in cumulative installments of 83,575 and 51,784 shares on February 25, 2011 and 2012, respectively.

13. Vests in three cumulative annual installments of 43,433, 43,433 and 43,434 shares on February 24, 2011, 2012, and 2013, respectively.

14. Vests in three cumulative annual installments of 41,539, 51,245 and 51,246 shares on February 24, 2011, 2012, and 2013, respectively.

15. Vests in three cumulative annual installments of 33,433, 33,433 and 33,434 shares on February 23, 2012, 2013, and 2014, respectively.

16. Vests in three cumulative annual installments of 39,457, 39,457 and 39,458 shares on February 23, 2012, 2013, and 2014, respectively.

Remarks:

	Yvonne R. Kunetka, Attorney-in-Fact for Gary R. Heminger	07/05/2011
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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