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^*

Stewart Michael K

(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)
	V.P.-Accounting and Controller

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⁾		7,751	A	$0.00	29,104.952	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)
Employee Stock Option (Right to Buy)	$12.758	06/30/2011		J⁽²⁾			2,334	05/28/2004⁽³⁾	05/28/2013	Common Stock	2,334	$0.00	0	D
Employee Stock Option (Right to Buy)	$7.99	06/30/2011		J⁽²⁾		2,221		05/28/2006	05/28/2013	Common Stock	2,221	$0.00	2,221	D
Stock Appreciation Right	$16.805	06/30/2011		J⁽⁴⁾			7,200	05/26/2005⁽⁵⁾	05/26/2014	Common Stock	7,200	$0.00	0	D
Stock Appreciation Right	$10.53	06/30/2011		J⁽⁴⁾		6,855		05/26/2007	05/26/2014	Common Stock	6,855	$0.00	6,855	D
Employee Stock Option (Right to Buy)	$25.835	06/30/2011		J⁽²⁾			23,400	06/10/2006⁽⁶⁾	06/10/2015	Common Stock	23,400	$0.00	0	D
Employee Stock Option (Right to Buy)	$16.19	06/30/2011		J⁽²⁾		22,280		06/10/2008	06/10/2015	Common Stock	22,280	$0.00	22,280	D
Employee Stock Option (Right to Buy)	$37.818	06/30/2011		J⁽²⁾			13,800	06/01/2007⁽⁷⁾	06/01/2016	Common Stock	13,800	$0.00	0	D
Employee Stock Option (Right to Buy)	$23.69	06/30/2011		J⁽²⁾		13,135		06/01/2009	06/01/2016	Common Stock	13,135	$0.00	13,135	D
Employee Stock Option (Right to Buy)	$54.36	06/30/2011		J⁽²⁾			8,400	02/27/2009⁽⁸⁾	02/27/2018	Common Stock	8,400	$0.00	0	D
Employee Stock Option (Right to Buy)	$34.06	06/30/2011		J⁽²⁾		7,991		02/27/2011	02/27/2018	Common Stock	7,991	$0.00	7,991	D
Employee Stock Option (Right to Buy)	$23.82	06/30/2011		J⁽²⁾⁽⁹⁾			20,000	02/25/2010⁽¹⁰⁾	02/25/2019	Common Stock	20,000	$0.00	0	D
Employee Stock Option (Right to Buy)	$14.92	06/30/2011		J⁽²⁾⁽⁹⁾		23,329		02/25/2011⁽¹¹⁾	02/25/2019	Common Stock	23,329	$0.00	23,329	D
Employee Stock Option (Right to Buy)	$29.17	06/30/2011		J⁽²⁾⁽⁹⁾			11,300	02/24/2011⁽¹²⁾	02/24/2020	Common Stock	11,300	$0.00	0	D
Employee Stock Option (Right to Buy)	$18.28	06/30/2011		J⁽²⁾⁽⁹⁾		15,614		02/24/2011⁽¹³⁾	02/24/2020	Common Stock	15,614	$0.00	15,614	D
Employee Stock Option (Right to Buy)	$49.18	06/30/2011		J⁽⁹⁾			17,000	02/23/2012⁽¹⁴⁾	02/23/2021	Common Stock	17,000	$0.00	0	D
Employee Stock Option (Right to Buy)	$30.81	06/30/2011		J⁽⁹⁾		27,089		02/23/2012⁽¹⁵⁾	02/23/2021	Common Stock	27,089	$0.00	27,089	D

Explanation of Responses:

1. In connection with the spin-off of Marathon Petroleum Corporation on June 30, 2011 by Marathon Oil Corporation ("MRO"), MRO restricted stock awards of MRO officers or employees, who continued as officers or employees of MRO immediately after the spin-off, were replaced with adjusted MRO restricted stock awards, each of which will generally preserve the value of the original award determined as of the distribution date.

2. 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 or employee 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 the exercise price to the fair market value of MRO common stock on the distribution date.

3. Vested in cumulative installments on May 28, 2004, 2005 and 2006, respectively.

4. 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.

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

6. Vested in cumulative installments on June 10, 2006, 2007 and 2008, respectively.

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

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

9. In connection with the spin-off of Marathon Petroleum Corporation on June 30, 2011 by Marathon Oil Corporation ("MRO"), outstanding MRO stock options that are not vested and are held by MRO officers or employees, who continued as officers or employees of MRO immediately after the spin-off, were replaced with adjusted MRO stock options to purchase MRO common stock, which will generally preserve the intrinsic value of each original stock option grant and the ratio of the exercise price to the fair market value of MRO common stock on the distribution date.

10. Vests in cumulative annual installments of 13,333 and 6,667 shares on February 25, 2011 and 2012, respectively.

11. Vests in cumulative annual installments of 12,691 and 10,638 shares on February 25, 2011 and 2012, respectively.

12. Vests in three cumulative annual installments of 3,766, 3,767 and 3,767 on February 24, 2011, 2012, and 2013, respectively.

13. Vests in three cumulative annual installments of 3,586, 6,014 and 6,014 on February 23, 2012, 2013, and 2014, respectively.

14. Vests in three cumulative annual installments of 5,666, 5,667 and 5,667 shares on February 24, 2011, 2012, and 2013, respectively.

15. Vests in three cumulative annual installments of 9,029, 9,030 and 9,030 shares on February 24, 2011, 2012, and 2013, respectively.

Remarks:

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