Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT 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
OMB APPROVAL
OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
Nichols Rodney P.
  2. Issuer Name and Ticker or Trading Symbol
Marathon Petroleum Corp [MPC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
VP, HR & Admin. Services
(Last)
(First)
(Middle)
C/O MARATHON PETROLEUM CORPORATION, 539 S. MAIN STREET
3. Date of Earliest Transaction (Month/Day/Year)
06/30/2011
(Street)

FINDLAY, OH 45840
4. If Amendment, Date 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
(City)
(State)
(Zip)
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)
Code V Amount (A) or (D) Price
Common Stock 06/30/2011   A(1)   9,675 A (1) (2) 9,675 D  
Common Stock 07/01/2011   A   4,740 A $ 0 16,582 (3) D  
Common Stock               3,513.088 (4) I By 401(k) Plan
Common Stock               2,194 (4) I By Wife's Revocable Trust (5)
Common Stock               8,463 (4) I By Revocable Trust (6)

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)

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 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Appreciation Right $ 14.25 06/30/2011   A(1)   20,566   06/30/2011 05/26/2014 Common Stock 20,566 (1) (2) 20,566 D  
Stock Option (right to buy) $ 11.92 06/30/2011   A(1)   3,903   06/30/2011 05/28/2012 Common Stock 3,903 (1) (2) 3,903 D  
Stock Option (right to buy) $ 20.2 06/30/2011   A(1)   9,712   06/30/2011 05/25/2015 Common Stock 9,712 (1) (2) 9,712 D  
Stock Option (right to buy) $ 32.06 06/30/2011   A(1)   4,949   06/30/2011 06/01/2016 Common Stock 4,949 (1) (2) 4,949 D  
Stock Option (right to buy) $ 51.75 06/30/2011   A(1)   3,903   06/30/2011 05/30/2017 Common Stock 3,903 (1) (2) 3,903 D  
Stock Option (right to buy) $ 46.08 06/30/2011   A(1)   3,187   06/30/2011 02/27/2018 Common Stock 3,187 (1) (2) 3,187 D  
Stock Option (right to buy) $ 20.19 06/30/2011   A(1)   11,722   06/30/2011(7) 02/25/2019 Common Stock 11,722 (1) (2) 11,722 D  
Stock Option (right to buy) $ 24.73 06/30/2011   A(1)   16,542   06/30/2011(8) 02/24/2020 Common Stock 16,542 (1) (2) 16,542 D  
Stock Option (right to buy) $ 41.69 06/30/2011   A(1)   19,000   02/23/2012(9) 02/23/2021 Common Stock 19,000 (1) (2) 19,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Nichols Rodney P.
C/O MARATHON PETROLEUM CORPORATION
539 S. MAIN STREET
FINDLAY, OH 45840
      VP, HR & Admin. Services  

Signatures

 /s/ Molly R. Benson, Attorney-in-Fact for Rodney P. Nichols   07/05/2011
**Signature of Reporting Person Date

Explanation of Responses:

* 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) Adjusted distribution resulting from the spin-off of Issuer from Marathon Oil Corporation on June 30, 2011 (the "Spin-Off").
(2) Amounts reported in this row are estimated as of July 5, 2011 based on preliminary information regarding the Spin-Off; final amounts, if different, will be reported in a subsequent filing.
(3) Includes 2,167 shares acquired in a pro-rata distribution of Issuer shares from Marathon Oil Corporation in connection with the Spin-Off.
(4) These shares were acquired in a pro-rata distribution of Issuer shares from Marathon Oil Corporation in connection with the Spin-Off.
(5) By Barb Nichols Revocable Trust Agreement (wife).
(6) By Rodney P. Nichols Revocable Trust Agreement.
(7) 6,487 shares vest on February 25, 2012.
(8) 13,765 shares vest in annual installments of 6,882 shares on February 24, 2012 and 6,883 shares on February 24, 2013, respectively.
(9) Vests in annual installments of 6,332 shares on February 23, 2012, 6,334 shares on February 23, 2013 and 6,334 shares on February 23, 2014, respectively.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.