SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
Henderson Michael A

(Last) (First) (Middle)
5555 SAN FELIPE ST

(Street)
HOUSTON TX 77056

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
05/04/2020
3. Issuer Name and Ticker or Trading Symbol
MARATHON OIL CORP [ MRO ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Senior VP, Operations
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 212,882(1) D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy) 05/25/2014 05/25/2021 Common Stock 5,842 33.06 D
Employee Stock Option (Right to Buy) 02/28/2015 02/28/2022 Common Stock 933 35.06 D
Employee Stock Option (Right to Buy) 08/31/2015 08/31/2022 Common Stock 1,621 27.82 D
Employee Stock Option (Right to Buy) 04/08/2016 04/08/2023 Common Stock 1,380 32.84 D
Employee Stock Option (Right to Buy) 10/07/2016 10/07/2023 Common Stock 5,389 34.72 D
Employee Stock Option (Right to Buy) 04/07/2017 04/07/2024 Common Stock 15,876 34.9 D
Employee Stock Option (Right to Buy) (2) 02/28/2028 Common Stock 27,174 14.52 D
Employee Stock Option (Right to Buy) (2) 02/27/2029 Common Stock 23,529 16.79 D
Employee Stock Option (Right to Buy) (3) 02/19/2030 Common Stock 41,666 10.47 D
Explanation of Responses:
1. Includes 22,922 shares of restricted stock granted under Marathon Oil Corporation's 2019 Incentive Compensation Plan, which vests in full three years from 2/19/2020; includes 26,206 shares of restricted stock granted under Marathon Oil Corporation's 2016 Incentive Compensation Plan, which vests in full three years from 2/27/2019; includes 15,496 shares of restricted stock granted under Marathon Oil Corporation's 2016 Incentive Compensation Plan, which vests in full three years from 2/28/2018; and includes 75,529 shares of restricted stock granted under Marathon Oil Corporation's 2016 Incentive Compensation Plan, which vests in full three years from 7/1/2017.
2. Employee stock option granted under Marathon Oil Corporation's 2016 Incentive Compensation Plan, which vests in three equal, annual installments beginning one year from the date of grant.
3. Employee stock option granted under Marathon Oil Corporation's 2019 Incentive Compensation Plan, which vests in three equal, annual installments beginning one year from the date of grant.
Remarks:
Anna Jones, Attorney-in-Fact for Michael A. Henderson 05/06/2020
** 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 5 (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.