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
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(Print or Type Responses)
1. Name and Address of Reporting Person *
SURMA JOHN P
  2. Issuer Name and Ticker or Trading Symbol
Marathon Petroleum Corp [MPC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O MARATHON PETROLEUM CORPORATION, 539 S. MAIN STREET
3. Date of Earliest Transaction (Month/Day/Year)
01/31/2014
(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 01/31/2014   X   385.156 A (1) (2) 8,690.927 D  
Common Stock 01/31/2014   J   385.156 D (1) (2) 8,305.771 D  
Common Stock               5,000 I By Wife's Revocable Trust (3)

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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
Phantom Stock (1) (2) 01/31/2014   X     385.156   (1)(2)   (1)(2) Common Stock 385.156 (1) (2) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
SURMA JOHN P
C/O MARATHON PETROLEUM CORPORATION
539 S. MAIN STREET
FINDLAY, OH 45840
  X      

Signatures

 /s/ Molly R. Benson, Attorney-in-Fact for John P. Surma   02/06/2014
**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) The Reporting Person acquired 385.156 shares of MPC phantom stock under the United States Steel Supplemental Thrift Program, which became payable in cash upon the Reporting Person's termination of employment with United States Steel Corporation. On January 31, 2014, the Reporting Person received a partial distribution under the Thrift Program. This partial distribution included the cash settlement of MPC phantom stock, as well as the cash settlement of other notional investments under the Thrift Program.
(2) As the portion of the January 31, 2014, partial distribution that represents the cash settlement of shares of MPC phantom stock is not reflected in the notice of partial distribution from the Thrift Program administrator, this Form 4 reports the conversion and disposition of all 385.156 shares of MPC phantom stock at $91.73 per share, which is the price per share provided by the Thrift Program administrator for shares of MPC phantom stock settled as part of the January 31, 2014, partial distribution (or any deferred distribution) from the Thrift Program. The Thrift Program administrator notified the Reporting Person of this non-volitional transaction by letter.
(3) By Elizabeth L. Surma Revocable Trust Agreement (wife).

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