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