Edgar Filing: Roberts David E Jr

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 ^*

Roberts David E Jr

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)
Exec. V.P. - Upstream

(Last)

(First)

(Middle)

C/O MARATHON OIL CORPORATION, 5555 SAN FELIPE ROAD

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⁾		47,510	A	$ 0	164,750.019 ⁽²⁾	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⁽³⁾

37,800

06/01/2007⁽⁴⁾

06/01/2016

Common Stock

37,800

$ 0

Employee Stock Option (Right to Buy)

$ 23.69

06/30/2011

J⁽³⁾

35,979

06/01/2009

06/01/2016

Common Stock

35,979

$ 0

35,979

Employee Stock Option (Right to Buy)

$ 40.51

06/30/2011

J⁽³⁾

24,000

06/28/2007⁽⁵⁾

06/28/2016

Common Stock

24,000

$ 0

Employee Stock Option (Right to Buy)

$ 25.38

06/30/2011

J⁽³⁾

22,847

06/28/2007

06/28/2016

Common Stock

22,847

$ 0

22,847

Employee Stock Option (Right to Buy)

$ 61.05

06/30/2011

J⁽³⁾

41,800

05/30/2008⁽⁶⁾

05/30/2017

Common Stock

41,800

$ 0

Employee Stock Option (Right to Buy)

$ 38.25

06/30/2011

J⁽³⁾

39,796

05/30/2010

05/30/2017

Common Stock

39,796

$ 0

39,796

Employee Stock Option (Right to Buy)

$ 54.36

06/30/2011

J⁽³⁾

53,600

02/27/2009⁽⁷⁾

02/27/2018

Common Stock

53,600

$ 0

Employee Stock Option (Right to Buy)

$ 34.06

06/30/2011

J⁽³⁾

50,992

02/27/2011

02/27/2018

Common Stock

50,992

$ 0

50,992

Employee Stock Option (Right to Buy)

$ 23.82

06/30/2011

J⁽³⁾⁽⁸⁾

122,300

02/25/2010⁽⁹⁾

02/25/2019

Common Stock

122,300

$ 0

Employee Stock Option (Right to Buy)

$ 14.92

06/30/2011

J⁽³⁾⁽⁸⁾

142,662

02/25/2011⁽¹⁰⁾

02/25/2019

Common Stock

142,662

$ 0

142,662

Employee Stock Option (Right to Buy)

$ 29.17

06/30/2011

J⁽³⁾⁽⁸⁾

70,200

02/24/2011⁽¹¹⁾

02/24/2020

Common Stock

70,200

$ 0

Employee Stock Option (Right to Buy)

$ 18.28

06/30/2011

J⁽³⁾⁽⁸⁾

96,998

02/24/2011⁽¹²⁾

02/24/2020

Common Stock

96,998

$ 0

96,998

Employee Stock Option (Right to Buy)

$ 49.18

06/30/2011

J⁽⁸⁾

100,300

02/23/2012⁽¹³⁾

02/23/2021

Common Stock

100,300

$ 0

Employee Stock Option (Right to Buy)

$ 30.81

06/30/2011

J⁽⁸⁾

159,835

02/23/2012⁽¹⁴⁾

02/23/2021

Common Stock

159,835

$ 0

159,835

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Roberts David E Jr C/O MARATHON OIL CORPORATION 5555 SAN FELIPE ROAD HOUSTON, TX 77056			Exec. V.P. - Upstream

Signatures

Yvonne R. Kunetka, Attorney-in-Fact for David E. Roberts, Jr.		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)	Includes dividends of 12.578 shares previously not reported pursuant to Rule 16a-11.
(3)	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.
(4)	Vested in cumulative installments on June 1, 2007, 2008 and 2009, respectively.
(5)	Vested in cumulative installments on June 28, 2007, 2008 and 2009, respectively.
(6)	Vested in cumulative installments on May 30, 2008, 2009 and 2010, respectively.
(7)	Vested in cumulative installments on February 27, 2009, 2010 and 2011, respectively.
(8)	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.
(9)	Vests in cumulative annual installments of 81,533 and 40,767 shares on February 25, 2011 and 2012, respectively.
(10)	Vests in cumulative annual installments of 77,610 and 65,052 shares on February 25, 2011 and 2012, respectively.
(11)	Vests in three cumulative annual installments of 23,400, 23,400 and 23,400 shares on February 24, 2011, 2012, and 2013, respectively.
(12)	Vests in three cumulative annual installments of 22,282, 37,358 and 37,358 shares on February 24, 2011, 2012, and 2013, respectively.
(13)	Vests in three cumulative annual installments of 33,433, 33,433 and 33,434 on February 23, 2012, 2013, and 2014, respectively.
(14)	Vests in three cumulative annual installments of 53,278, 53,278 and 53,279 on February 23, 2012, 2013, and 2014, respectively.

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