SEC FORM 3

SEC Form 3

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
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

White Rob L.

(Last)

(First)

(Middle)

C/O MARATHON OIL CORPORATION

990 TOWN & COUNTRY BOULEVARD

(Street)

HOUSTON

77024

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/01/2022

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP, Controller & CAO

5. 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 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	49,873⁽¹⁾	D

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: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (Right to Buy)	⁽²⁾	08/31/2022	Common Stock	864	$27.82	D
Employee Stock Option (Right to Buy)	⁽³⁾	04/08/2023	Common Stock	1,002	$32.84	D
Employee Stock Option (Right to Buy)	⁽⁴⁾	10/07/2023	Common Stock	955	$34.72	D
Employee Stock Option (Right to Buy)	⁽⁵⁾	04/07/2024	Common Stock	3,698	$34.9	D

Explanation of Responses:

1. Includes 21,334 restricted stock units granted on March 1, 2021 under Marathon Oil Corporation's 2019 Incentive Compensation Plan, which vest in three annual installments as follows: 7,111 units on March 1, 2022, 7,111 units on March 1, 2023 and 7,112 units on March 1, 2024; 22,134 shares of restricted stock granted on March 1, 2020 under Marathon Oil Corporation's 2019 Incentive Compensation Plan, which vest as follows: 11,067 shares on March 1, 2022 and 11,067 shares on March 1, 2023; and 6,405 shares of restricted stock granted on March 1, 2019 under Marathon Oil Corporation's 2016 Incentive Compensation Plan, which vests on March 1, 2022.

2. This stock option to acquire 864 shares of the common stock of Marathon Oil Corporation was granted on August 31, 2012 and vested in three equal installments of 288 options on each of August 31, 2013, August 31, 2014 and August 31, 2015.

3. This stock option to acquire 1,002 shares of the common stock of Marathon Oil Corporation was granted on April 8, 2013 and vested in three equal installments of 334 options on each of April 8, 2014, April 8, 2015 and April 8, 2016.

4. This stock option to acquire 955 shares of the common stock of Marathon Oil Corporation was granted on October 7, 2013 and vested in three annual installments as follows: 318 options vested on October 7, 2014, 318 options vested on October 7, 2015 and 319 options vested on October 7, 2016.

5. This stock option to acquire 3,698 shares of the common stock of Marathon Oil Corporation was granted on April 7, 2014 and vested in three annual installments as follows: 1,232 options vested on April 7, 2015, 1,233 options vested on April 7, 2016 and 1,233 options vested on April 7, 2017.

Remarks:

	John D. Montanti, Attorney-in-Fact for Rob L. White	03/01/2022
	** 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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.