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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Appreciation Right | $ 16.805 | 06/30/2011 | J(1) | 600,000 | 05/26/2005(2) | 05/26/2014 | Common Stock | 600,000 | $ 0 | 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 | 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 | 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 | 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 | 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 | 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 | 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 | 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 | 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 | 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 | 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 | 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 | 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 | 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 | 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 | 642,054 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| CAZALOT CLARENCE P JR C/O MARATHON OIL CORPORATION 5555 SAN FELIPE ROAD HOUSTON, TX 77056 |
X | President and CEO | ||
| Yvonne R. Kunetka, Attorney-in-Fact for Clarence P. Cazalot, Jr. | 07/05/2011 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (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. |