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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

BOTNER E TED

(Last)

(First)

(Middle)

300 PEACH STREET

P.O. BOX 7000

(Street)

EL DORADO

71731-7000

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MURPHY OIL CORP /DE [ MUR ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Vice President & Secretary

3. Date of Earliest Transaction (Month/Day/Year)
01/31/2017

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)
Common Stock	01/31/2017		M		2,640⁽¹⁾	A	$0	10,615	D
Common Stock	01/31/2017		F⁽²⁾		905	D	$28.505	9,710⁽³⁾	D
Common Stock								3,806⁽⁴⁾	I	Trustee of Company Thrift Plan

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 Option⁽⁵⁾	$28.505	01/31/2017		A		10,000		⁽⁶⁾	01/31/2024	Common Stock	10,000	$0	10,000	D
Performance Stock Unit⁽⁵⁾	⁽⁷⁾	01/31/2017		A		9,000		⁽⁷⁾	⁽⁷⁾	Common Stock	9,000	$0	14,000	D
Restricted Stock Unit⁽⁵⁾	⁽⁷⁾	01/31/2017		A		5,000		⁽⁷⁾⁽⁸⁾	⁽⁷⁾⁽⁸⁾	Common Stock	5,000	$0	21,000	D
Restricted Stock Unit⁽⁹⁾	⁽⁷⁾	01/31/2017		M			3,000⁽¹⁾	⁽⁷⁾	⁽⁷⁾	Common Stock	3,000	$0	18,000	D
Phantom Stock Unit	⁽¹⁰⁾							⁽¹¹⁾	⁽¹¹⁾	Common Stock	2,314⁽¹²⁾		2,314⁽¹²⁾	D

Explanation of Responses:

1. Represents performance-based Restricted Stock Units (RSUs) that have vested and settled in shares of the Company's stock on a one-for-one basis. Pursuant to the terms of the performance-based grant awarded under the 2012 Long-Term Incentive Plan, the total includes 78.75% of the original award, plus shares equivalent in value to accumulated dividends.

2. Shares withheld for taxes on RSU vesting.

3. Includes 36 shares obtained through the Company Employee Stock Purchase Plan. The information in this report is based on a plan statement dated December 31, 2016.

4. Includes 437 shares obtained through the Company Thrift Plan. The information in this report is based on a plan statement dated December 31, 2016.

5. Award granted under the 2012 Long-Term Incentive Plan.

6. The option vests in two equal installments, the first half two years after the original grant date and the final half three years after the original grant date.

7. These Securities generally do not carry a Conversion Price, Exercisable Date, or Expiration Date.

8. Vest date is January 31, 2020.

9. Performance-based restricted stock unit award granted under the 2012 Long-Term Incentive Plan.

10. Each phantom stock unit is the economic equivalent of one (1) share of Murphy Oil Corporation common stock.

11. The reported phantom stock units were acquired under Murphy Oil Corporation's excess benefit plan and are to be settled upon the reporting person's retirement or other termination of service. The reporting person may transfer the value of his phantom stock units into an alternative investment account at any time prior to settlement.

12. Includes 551 shares obtained under the Murphy Oil Corporation's excess benefit plan. The information in this report is based on a plan statement dated December 31, 2016.

	/s/ Walter K. Compton, attorney-in-fact	02/02/2017
	** 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 4 (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.