Edgar Filing: Kerrigan Sylvia J

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 ^*

Kerrigan Sylvia J

2. Issuer Name and Ticker or Trading Symbol
MARATHON OIL CORP [MRO]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
V.P., Gen. Counsel & Secretary

(Last)

(First)

(Middle)

C/O MARATHON OIL CORPORATION, 5555 SAN FELIPE RD.

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2011

(Street)

HOUSTON, TX 77056

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
Marathon Oil Corporation Common Stock	06/30/2011		J⁽¹⁾		12,993	A	$ 0	41,016.109	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (Right to Buy)

$ 37.818

06/30/2011

J⁽²⁾

11,400

06/01/2007⁽³⁾

06/01/2016

Common Stock

11,400

$ 0

Employee Stock Option (Right to Buy)

$ 23.69

06/30/2011

J⁽²⁾

10,851

06/01/2009

06/01/2016

Common Stock

10,851

$ 0

10,851

Employee Stock Option (Right to Buy)

$ 61.05

06/30/2011

J⁽²⁾

9,000

05/30/2008⁽⁴⁾

05/30/2017

Common Stock

9,000

$ 0

Employee Stock Option (Right to Buy)

$ 38.25

06/30/2011

J⁽²⁾

8,568

05/30/2010

05/30/2017

Common Stock

8,568

$ 0

8,568

Employee Stock Option (Right to Buy)

$ 51.17

06/30/2011

J⁽²⁾

7,000

05/28/2009⁽⁵⁾

05/28/2018

Common Stock

7,000

$ 0

Employee Stock Option (Right to Buy)

$ 32.06

06/30/2011

J⁽²⁾

6,679

05/28/2011

05/28/2018

Common Stock

6,679

$ 0

6,679

Employee Stock Option (Right to Buy)

$ 29.24

06/30/2011

J⁽²⁾⁽⁶⁾

12,850

05/27/2010⁽⁷⁾

05/27/2019

Common Stock

12,850

$ 0

Employee Stock Option (Right to Buy)

$ 18.32

06/30/2011

J⁽²⁾⁽⁶⁾

14,992

05/27/2011⁽⁸⁾

05/27/2019

Common Stock

14,992

$ 0

14,992

Employee Stock Option (Right to Buy)

$ 29.17

06/30/2011

J⁽²⁾⁽⁶⁾

35,100

02/24/2011⁽⁹⁾

02/24/2020

Common Stock

35,100

$ 0

Employee Stock Option (Right to Buy)

$ 18.28

06/30/2011

J⁽²⁾⁽⁶⁾

48,499

02/24/2011⁽¹⁰⁾

02/24/2020

Common Stock

48,499

$ 0

48,499

Employee Stock Option (Right to Buy)

$ 49.18

06/30/2011

J⁽⁶⁾

39,400

02/23/2012⁽¹¹⁾

02/23/2021

Common Stock

39,400

$ 0

Employee Stock Option (Right to Buy)

$ 30.81

06/30/2011

J⁽⁶⁾

62,786

02/23/2012⁽¹²⁾

02/23/2021

Common Stock

62,786

$ 0

62,786

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Kerrigan Sylvia J C/O MARATHON OIL CORPORATION 5555 SAN FELIPE RD. HOUSTON, TX 77056			V.P., Gen. Counsel & Secretary

Signatures

Yvonne R. Kunetka, Attorney-in-Fact for Sylvia J. Kerrigan		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)	In connection with the spin-off of Marathon Petroleum Corporation on June 30, 2011 by Marathon Oil Corporation ("MRO"), MRO restricted stock awards of MRO officers or employees, who continued as officers or employees of MRO immediately after the spin-off, were replaced with adjusted MRO restricted stock awards, each of which will generally preserve the value of the original award determined as of the distribution date.
(2)	In connection with the spin-off of Marathon Petroleum Corporation("MPC") on June 30, 2011 by Marathon Oil Corporation ("MRO"), outstanding MRO stock options that are vested, whether held by a current or former officer or employee of MRO or MPC were adjusted, so that the holders hold stock options to purchase both MRO common stock and MPC common stock. The MRO and MPC stock options received, when combined, will generally preserve the instrinsic value of each original stock option grant and the ratio of the exercise price to the fair market value of MRO common stock on the distribution date.
(3)	Vested in cumulative installments on June 1, 2007, 2008 and 2009, respectively.
(4)	Vested in cumulative installments on May 30, 2008, 2009 and 2010, respectively.
(5)	Vested in cumulative installments on May 28, 2009, 2010 and 2011, respectively.
(6)	In connection with the spin-off of Marathon Petroleum Corporation on June 30, 2011 by Marathon Oil Corporation ("MRO"), outstanding MRO stock options that are not vested and are held by MRO officers or employees, who continued as officers or employees of MRO immediately after the spin-off, were replaced with adjusted MRO stock options to purchase MRO common stock, which will generally preserve the intrinsic value of each original stock option grant and the ratio of the exercise price to the fair market value of MRO common stock on the distribution date.
(7)	Vests in cumulative annual installments of 8,566 and 4,284 shares on May 27, 2011 and 2012, respectively.
(8)	Vests in cumulative annual installments of 8,155 and 6,837 shares on May 27, 2011 and 2012, respectively.
(9)	Vests in three cumulative annual installments of 11,700, 11,700 and 11,700 on February 24, 2011, 2012, and 2013, respectively.
(10)	Vests in three cumulative annual installments of 11,141, 18,679 and 18,679 shares on February 24, 2011, 2012, and 2013, respectively.
(11)	Vests in three cumulative annual installments of 13,133, 13,133 and 13,134 on February 23, 2012, 2013, and 2014, respectively.
(12)	Vests in three cumulative annual installments of 20,928, 20,928 and 20,930 on February 23, 2012, 2013, and 2014, respectively.

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