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*
Bacon Renee M

(Last) (First) (Middle)
200 PEACH ST.

(Street)
EL DORADO AR 71730

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Murphy USA Inc. [ MUSA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP, Sales & Ops
3. Date of Earliest Transaction (Month/Day/Year)
02/10/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
02/12/2021
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 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 02/10/2021 M 2,229(1) A $0 4,624.3 D
Common Stock 02/10/2021 F 1,006(2) D $126 3,618.3(3) D
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
Performance Stock Unit(4) (5) 02/10/2021 M 1,400(1) (5) (5) Common Stock 1,400 $0 4,800 D
Dividend Equivalent Units(6) (6) 02/10/2021 M 3(1) (6) (6) Common Stock 3 $0 0 D
Explanation of Responses:
1. Represents performance-based restricted stock units ("PSUs") and corresponding dividend equivalents accrued to the Reporting Person, under the 2013 Long Term Incentive Plan (the "Plan") that have vested and settled in shares of the Company's stock. Pursuant to the terms of the PSUs the total includes 159.00% of the original award.
2. Shares withheld for taxes on PSU vesting.
3. The original Form 4, filed on February 12, 2021, is being amended by this Form 4 amendment solely to correct an administrative error which misreported the number of performance stock units ("PSUs") and corresponding dividend equivalents. As a result of this administrative error, the number of PSUs and corresponding dividend equivalent units vested and settled reflects a decrease by 3 shares.
4. Reflects an award granted under the Plan
5. These Securities generally do not carry a Conversion Price, Exercisable Date, or Expiration Date.
6. Reflects dividend equivalent units accrued on PSUs granted to the Reporting Person under the Plan. Each dividend equivalent unit reflects the right to receive common stock, subject to the terms and conditions (including vesting and settlement terms) applicable to the corresponding PSU.
/s/ Gregory L. Smith, attorney-in-fact 03/22/2021
** 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).
** 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.