0001209191-11-037732.txt : 20110705 0001209191-11-037732.hdr.sgml : 20110704 20110705165028 ACCESSION NUMBER: 0001209191-11-037732 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110630 FILED AS OF DATE: 20110705 DATE AS OF CHANGE: 20110705 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CAZALOT CLARENCE P JR CENTRAL INDEX KEY: 0001173583 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-05153 FILM NUMBER: 11950189 MAIL ADDRESS: STREET 1: 5555 SAN FELIPE ROAD CITY: HOUSTON STATE: TX ZIP: 77056 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MARATHON OIL CORP CENTRAL INDEX KEY: 0000101778 STANDARD INDUSTRIAL CLASSIFICATION: PETROLEUM REFINING [2911] IRS NUMBER: 250996816 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: P O BOX 3128 CITY: HOUSTON STATE: TX ZIP: 77253-3128 BUSINESS PHONE: 7136296600 MAIL ADDRESS: STREET 1: 5555 SAN FELIPE ROAD CITY: HOUSTON STATE: TX ZIP: 77056 FORMER COMPANY: FORMER CONFORMED NAME: USX CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: UNITED STATES STEEL CORP/DE DATE OF NAME CHANGE: 19860714 4 1 doc4.xml FORM 4 SUBMISSION X0303 4 2011-06-30 0 0000101778 MARATHON OIL CORP MRO 0001173583 CAZALOT CLARENCE P JR C/O MARATHON OIL CORPORATION 5555 SAN FELIPE ROAD HOUSTON TX 77056 1 1 0 0 President and CEO Stock Appreciation Right 16.805 2011-06-30 4 J 0 600000 0.00 D 2005-05-26 2014-05-26 Common Stock 600000 0 D Stock Appreciation Right 10.53 2011-06-30 4 J 0 571278 0.00 A 2007-05-26 2014-05-26 Common Stock 571278 571278 D Employee Stock Option (Right to Buy) 23.825 2011-06-30 4 J 0 353600 0.00 D 2006-05-25 2015-05-25 Common Stock 353600 0 D Employee Stock Option (Right to Buy) 14.93 2011-06-30 4 J 0 336696 0.00 A 2008-05-25 2015-05-25 Common Stock 336696 336696 D Employee Stock Option (Right to Buy) 37.818 2011-06-30 4 J 0 379600 0.00 D 2007-06-01 2016-06-01 Common Stock 379600 0 D Employee Stock Option (Right to Buy) 23.69 2011-06-30 4 J 0 361322 0.00 A 2009-06-01 2016-06-01 Common Stock 361322 361322 D Employee Stock Option (Right to Buy) 61.05 2011-06-30 4 J 0 298600 0.00 D 2008-05-30 2017-05-30 Common Stock 298600 0 D Employee Stock Option (Right to Buy) 38.25 2011-06-30 4 J 0 284289 0.00 A 2010-05-30 2017-05-30 Common Stock 284289 284289 D Employee Stock Option (Right to Buy) 54.36 2011-06-30 4 J 0 223200 0.00 D 2009-02-27 2018-02-27 Common Stock 223200 0 D Employee Stock Option (Right to Buy) 34.06 2011-06-30 4 J 0 212341 0.00 A 2011-02-27 2018-02-27 Common Stock 212341 212341 D Employee Stock Option (Right to Buy) 23.82 2011-06-30 4 J 0 470200 0.00 D 2010-02-25 2019-02-25 Common Stock 470200 0 D Employee Stock Option (Right to Buy) 14.92 2011-06-30 4 J 0 548486 0.00 A 2011-02-25 2019-02-25 Common Stock 548486 548486 D Employee Stock Option (Right to Buy) 29.17 2011-06-30 4 J 0 545100 0.00 D 2011-02-24 2020-02-24 Common Stock 545100 0 D Employee Stock Option (Right to Buy) 18.28 2011-06-30 4 J 0 753204 0.00 A 2011-02-24 2020-02-24 Common Stock 753204 753204 D Employee Stock Option (Right to Buy) 49.18 2011-06-30 4 J 0 402900 0.00 D 2012-02-23 2021-02-23 Common Stock 402900 0 D Employee Stock Option (Right to Buy) 30.81 2011-06-30 4 J 0 642054 0.00 A 2012-02-23 2021-02-23 Common Stock 642054 642054 D In connection with the spin-off of Marathon Petroleum Corporation ("MPC") on June 30, 2011 by Marathon Oil Corporation ("MRO"), outstanding vested MRO stock appreciation rights (SARs) were replaced with both adjusted MRO SARs and MPC SARs. Both SARs, when combined, will generally preserve the aggregate instrinsic value of each 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. Vested in cumulative installments on May 26, 2005, 2006 and 2007, respectively. 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. Vested in cumulative installments on May 25, 2006, 2007 and 2008, respectively. Vested in cumulative installments on June 1, 2007, 2008 and 2009, respectively. Vested in cumulative installments on May 30, 2008, 2009 and 2010, respectively. Vested in cumulative installments on February 27, 2009, 2010 and 2011, respectively. 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. Vests in cumulative annual installments of 156,733, 156,733 and 156,734 shares on February 25, 2010, 2011 and 2012, respectively. Vests in cumulative annual installments of 298,383 and 250,103 shares on February 25, 2011 and 2012, respectively. Vests in three cumulative annual installments of 181,700, 181,700 and 181,700 shares on February 24, 2011, 2012, and 2013, respectively. Vests in three cumulative annual installments of 173,026, 290,089 and 290,089 shares on February 24, 2011, 2012, and 2013, respectively. Vests in cumulative annual installments of 134,300, 134,300 and 134,300 shares on February 23, 2012, 2013 and 2014, respectively. Vests in cumulative annual installments of 214,018, 214,018 and 214,018 shares on February 23, 2012, 2013 and 2014, respectively. Yvonne R. Kunetka, Attorney-in-Fact for Clarence P. Cazalot, Jr. 2011-07-05 EX-24.4_384796 2 poa.txt POA DOCUMENT POWER OF ATTORNEY The undersigned hereby authorizes and designates each of Sylvia J. Kerrigan, Richard J. Kolencik and Yvonne R. Kunetka (the "Attorneys") as his fully authorized attorney for the purpose of signing and filing on behalf of the undersigned all forms which are permitted or required to be filed pursuant to Section 16 of the Securities Exchange Act of 1934, as amended (the "Forms") concerning the undersigned's interest in securities of Marathon Oil Corporation ("MOC") and/or the undersigned's status with respect to MOC. This Power of Attorney authorizes each of the Attorneys to sign and file the Forms on behalf of the undersigned from the date hereof until the undersigned ceases to be subject to Section 16 of the Securities Exchange Act of 1934 by virtue of having been a director and officer of MOC. Signed in the City of Houston, State of Texas on October 28, 2009 _/s/ Clarence P. Cazalot, Jr._________ Clarence P. Cazalot, Jr.