SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Marathon Petroleum Corp

(Last) (First) (Middle)
539 S. MAIN STREET

(Street)
FINDLAY OH 45840

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
MPLX LP [ MPLX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
07/31/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
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 Units (Limited Partner Interests) 07/31/2020 D 18,582,088 D (1)(2)(3)(4) 647,415,452 I See Footnotes(1)(2)(3)
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 Securities Underlying Derivative Security (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: 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
1. Name and Address of Reporting Person*
Marathon Petroleum Corp

(Last) (First) (Middle)
539 S. MAIN STREET

(Street)
FINDLAY OH 45840

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Tesoro Alaska Co LLC

(Last) (First) (Middle)
539 S. MAIN STREET

(Street)
FINDLAY OH 45840

(City) (State) (Zip)
Explanation of Responses:
1. This Form 4 is submitted by Tesoro Alaska Company LLC ("TAC") with respect to certain transactions involving the securities of the Issuer by a Reporting Group consisting of Marathon Petroleum Corporation ("MPC"), MPC Investment LLC ("MPC Investment"), MPLX GP LLC (the "General Partner"), MPLX Logistics Holdings LLC ("Logistics Holdings"), Andeavor LLC, Western Refining, Inc. ("WRI"), Giant Industries, Inc. ("GII"), Western Refining Southwest, Inc. ("WRSI"), Tesoro Refining & Marketing Company LLC ("TRMC"), and Tesoro Logistics GP, LLC ("TLGP"). TAC is also a member of the Reporting Group and, as described below, is filing this separate Form 4 related to the same events.
2. All of the membership interests in TLGP are held by TRMC, TAC and WRSI. Accordingly, MPC Investment, the General Partner, Logistics Holdings, Andeavor LLC, WRI, GII, WRSI, TRMC, TAC and TLGP are all direct or indirect wholly owned subsidiaries of MPC. MPC and certain of the other Reporting Persons may be deemed to beneficially own all of the Common Units in the Issuer owned by certain of the subsidiaries of MPC but each disclaims beneficial ownership of such securities except to the extent of each Reporting Person's pecuniary interest therein.
3. On July 31, 2020, WRSI and the Issuer entered into a Redemption Agreement (the "Redemption Agreement") pursuant to which the Issuer, following a series of intercompany transactions, transferred all of the outstanding membership interests in Western Refining Wholesale, LLC, a Delaware limited liability company and indirect wholly owned subsidiary of MPC ("WRW"), to WRSI in exchange for the redemption and cancellation of 18,582,088 common units representing limited partner interests in the Issuer (the "Common Units") held by WRSI (the "Redeemed Units"). Immediately following the redemption of the Redeemed Units, the Issuer cancelled the Redeemed Units pursuant to the terms of the Redemption Agreement.
4. The number of Redeemed Units was calculated by dividing the Redeemed Unit's aggregate valuation of $340 million by the simple average of the volume weighted average price of the Common Units, as reported on the New York Stock Exchange, for the ten trading days ending at market close on July 27, 2020.
Remarks:
This Form 4 is the second of two Forms 4 being filed relating to the same events. The Form 4 has been split into two filings because there are more than ten Reporting Persons in the Reporting Group and the SEC's EDGAR filing system limits each Form 4 filing to a maximum of ten Reporting Persons. This Form 4 is filed by Tesoro Alaska Company LLC.
/s/ Molly R. Benson, Vice President, Chief Securities, Governance and Compliance Officer and Corporate Secretary, Marathon Petroleum Corporation 08/04/2020
/s/ Molly R. Benson, Vice President and Secretary, Tesoro Alaska Company LLC 08/04/2020
** 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 4 (b)(v).
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