0001209191-18-054161.txt : 20181003 0001209191-18-054161.hdr.sgml : 20181003 20181003204401 ACCESSION NUMBER: 0001209191-18-054161 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20181001 FILED AS OF DATE: 20181003 DATE AS OF CHANGE: 20181003 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Goff Gregory James CENTRAL INDEX KEY: 0001490987 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35054 FILM NUMBER: 181106771 MAIL ADDRESS: STREET 1: 19100 RIDGEWOOD PARKWAY CITY: SAN ANTONIO STATE: TX ZIP: 78259 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Marathon Petroleum Corp CENTRAL INDEX KEY: 0001510295 STANDARD INDUSTRIAL CLASSIFICATION: PETROLEUM REFINING [2911] IRS NUMBER: 271284632 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 539 SOUTH MAIN STREET CITY: FINDLAY STATE: OH ZIP: 45840-3229 BUSINESS PHONE: 419-421-2159 MAIL ADDRESS: STREET 1: 539 SOUTH MAIN STREET CITY: FINDLAY STATE: OH ZIP: 45840-3229 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2018-10-01 0 0001510295 Marathon Petroleum Corp MPC 0001490987 Goff Gregory James C/O MARATHON PETROLEUM CORPORATION 539 S. MAIN STREET FINDLAY OH 45840 1 1 0 0 Exec Vice Chairman Common Stock 2018-10-01 4 A 0 1626025 A 1626025 D Common Stock 2018-10-01 4 A 0 1017 A 1017 I By 401(k) Common Stock 2018-10-01 4 A 0 38790 A 38790 I By 2008 Investment Trust Stock Option (right to buy) 7.31 2018-10-01 4 A 0 62669 0.00 A 2018-10-01 2020-05-03 Common Stock 62669 62669 D Stock Option (right to buy) 6.92 2018-10-01 4 A 0 220660 0.00 A 2018-10-01 2020-05-05 Common Stock 220660 220660 D Includes 956,902 shares of Issuer common stock received in exchange for 588,193 shares of Andeavor common stock in connection with the merger of Mahi Inc., a wholly owned subsidiary of the Issuer, with and into Andeavor on October 1, 2018, with Andeavor as the surviving entity (the "Merger"). In connection with the Merger, holders of Andeavor common stock elected to receive, per share of Andeavor common stock, 1.87 shares of Issuer common stock or $152.27 in cash, subject to allocation and proration provisions set forth in the merger agreement, with cash paid in lieu of fractional shares. On the effective date of the Merger, the closing price of Issuer common stock was $82.43 per share. All reported amounts are estimated as of October 3, 2018 based on preliminary information with respect to the Merger and such cash/stock elections. Final amounts will be reported in a subsequent filing. Includes 368,231 Issuer restricted stock units received upon conversion of 120,035 Andeavor market stock unit awards. The Andeavor awards were converted in the Merger based on the number of shares of Andeavor common stock that would have been issued pursuant to such market stock unit awards based on actual performance through the Merger multiplied by 1.87 and rounded down to the nearest whole number. Includes 300,892 Issuer restricted stock units received upon conversion of 112,863 Andeavor performance share awards. The Andeavor awards were converted in the Merger based on the number of shares of Andeavor common stock that would have been issued pursuant to such performance share awards based on actual performance through the Merger multiplied by 1.87 and rounded down to the nearest whole number. Received in exchange for 625.717 shares of Andeavor common stock held through the Andeavor 401(k) plan. Received in exchange for 23,844 shares of Andeavor common stock held in trust, for which the Reporting Person is a co-trustee, in connection with the Merger. Received in exchange for option awards in respect of 33,513 and 118,000 shares of Andeavor common stock, respectively, in connection with the Merger. The Andeavor options were converted in the Merger based on the number of Andeavor shares subject to such option award multiplied by 1.87 (rounded down to the nearest whole share) and with an exercise price (rounded up to the nearest whole cent) equal to the exercise price per share of Andeavor common stock divided by 1.87. Executive Vice Chairman /s/ Molly R. Benson, Attorney-in-Fact for Gregory James Goff 2018-10-03