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^*

CAZALOT CLARENCE P JR

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and CEO

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)

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⁽¹⁾			600,000	05/26/2005⁽²⁾	05/26/2014	Common Stock	600,000	$0.00	0	D
Stock Appreciation Right	$10.53	06/30/2011		J⁽¹⁾		571,278		05/26/2007	05/26/2014	Common Stock	571,278	$0.00	571,278	D
Employee Stock Option (Right to Buy)	$23.825	06/30/2011		J⁽³⁾			353,600	05/25/2006⁽⁴⁾	05/25/2015	Common Stock	353,600	$0.00	0	D
Employee Stock Option (Right to Buy)	$14.93	06/30/2011		J⁽³⁾		336,696		05/25/2008	05/25/2015	Common Stock	336,696	$0.00	336,696	D
Employee Stock Option (Right to Buy)	$37.818	06/30/2011		J⁽³⁾			379,600	06/01/2007⁽⁵⁾	06/01/2016	Common Stock	379,600	$0.00	0	D
Employee Stock Option (Right to Buy)	$23.69	06/30/2011		J⁽³⁾		361,322		06/01/2009	06/01/2016	Common Stock	361,322	$0.00	361,322	D
Employee Stock Option (Right to Buy)	$61.05	06/30/2011		J⁽³⁾			298,600	05/30/2008⁽⁶⁾	05/30/2017	Common Stock	298,600	$0.00	0	D
Employee Stock Option (Right to Buy)	$38.25	06/30/2011		J⁽³⁾		284,289		05/30/2010	05/30/2017	Common Stock	284,289	$0.00	284,289	D
Employee Stock Option (Right to Buy)	$54.36	06/30/2011		J⁽³⁾			223,200	02/27/2009⁽⁷⁾	02/27/2018	Common Stock	223,200	$0.00	0	D
Employee Stock Option (Right to Buy)	$34.06	06/30/2011		J⁽³⁾		212,341		02/27/2011	02/27/2018	Common Stock	212,341	$0.00	212,341	D
Employee Stock Option (Right to Buy)	$23.82	06/30/2011		J⁽³⁾⁽⁸⁾			470,200	02/25/2010⁽⁹⁾	02/25/2019	Common Stock	470,200	$0.00	0	D
Employee Stock Option (Right to Buy)	$14.92	06/30/2011		J⁽³⁾⁽⁸⁾		548,486		02/25/2011⁽¹⁰⁾	02/25/2019	Common Stock	548,486	$0.00	548,486	D
Employee Stock Option (Right to Buy)	$29.17	06/30/2011		J⁽³⁾⁽⁸⁾			545,100	02/24/2011⁽¹¹⁾	02/24/2020	Common Stock	545,100	$0.00	0	D
Employee Stock Option (Right to Buy)	$18.28	06/30/2011		J⁽³⁾⁽⁸⁾		753,204		02/24/2011⁽¹²⁾	02/24/2020	Common Stock	753,204	$0.00	753,204	D
Employee Stock Option (Right to Buy)	$49.18	06/30/2011		J⁽³⁾⁽⁸⁾			402,900	02/23/2012⁽¹³⁾	02/23/2021	Common Stock	402,900	$0.00	0	D
Employee Stock Option (Right to Buy)	$30.81	06/30/2011		J⁽³⁾⁽⁸⁾		642,054		02/23/2012⁽¹⁴⁾	02/23/2021	Common Stock	642,054	$0.00	642,054	D

Explanation of Responses:

1. 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.

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

3. 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.

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

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

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

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

8. 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.

9. Vests in cumulative annual installments of 156,733, 156,733 and 156,734 shares on February 25, 2010, 2011 and 2012, respectively.

10. Vests in cumulative annual installments of 298,383 and 250,103 shares on February 25, 2011 and 2012, respectively.

11. Vests in three cumulative annual installments of 181,700, 181,700 and 181,700 shares on February 24, 2011, 2012, and 2013, respectively.

12. Vests in three cumulative annual installments of 173,026, 290,089 and 290,089 shares on February 24, 2011, 2012, and 2013, respectively.

13. Vests in cumulative annual installments of 134,300, 134,300 and 134,300 shares on February 23, 2012, 2013 and 2014, respectively.

14. Vests in cumulative annual installments of 214,018, 214,018 and 214,018 shares on February 23, 2012, 2013 and 2014, respectively.

Remarks:

	Yvonne R. Kunetka, Attorney-in-Fact for Clarence P. Cazalot, Jr.	07/05/2011
	** Signature of Reporting Person	Date
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