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 *
Palmer C. Michael
  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)
Sr. VP, Supply Distrib. & Plan
(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)   7,642 A (1) (2) 7,642 D  
Common Stock 07/01/2011   A   4,740 A $ 0 13,440.21 (3) D  
Common Stock               3,583.978 (4) I By 401(k) Plan

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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
Stock Appreciation Right $ 14.25 06/30/2011   A(1)   2,570   06/30/2011 05/26/2014 Common Stock 2,570 (1) (2) 2,570 D  
Stock Option (right to buy) $ 21.9 06/30/2011   A(1)   3,046   06/30/2011 06/10/2015 Common Stock 3,046 (1) (2) 3,046 D  
Stock Option (right to buy) $ 32.06 06/30/2011   A(1)   4,759   06/30/2011 06/01/2016 Common Stock 4,759 (1) (2) 4,759 D  
Stock Option (right to buy) $ 51.75 06/30/2011   A(1)   4,284   06/30/2011 05/30/2017 Common Stock 4,284 (1) (2) 4,284 D  
Stock Option (right to buy) $ 43.38 06/30/2011   A(1)   5,725   06/30/2011 05/28/2018 Common Stock 5,725 (1) (2) 5,725 D  
Stock Option (right to buy) $ 24.79 06/30/2011   A(1)   15,634   06/30/2011(5) 05/27/2019 Common Stock 15,634 (1) (2) 15,634 D  
Stock Option (right to buy) $ 25.74 06/30/2011   A(1)   20,787   06/30/2011(6) 05/26/2020 Common Stock 20,787 (1) (2) 20,787 D  
Stock Option (right to buy) $ 41.69 06/30/2011   A(1)   25,373   02/23/2012(7) 02/23/2021 Common Stock 25,373 (1) (2) 25,373 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Palmer C. Michael
C/O MARATHON PETROLEUM CORPORATION
539 S. MAIN STREET
FINDLAY, OH 45840
      Sr. VP, Supply Distrib. & Plan  

Signatures

 /s/ Molly R. Benson, Attorney-in-Fact for C. Michael Palmer   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 1,058.210 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) 8,653 shares vest on May 27, 2012.
(6) 17,297 shares vest in annual installments of 8,648 shares on February 24, 2012 and 8,649 shares on February 24, 2013, respectively.
(7) Vests in annual installments of 8,457 shares on February 23, 2012, 8,458 shares on February 23, 2013 and 8,458 shares on February 23, 2014, respectively.

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