* | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
CUSIP No.: 55336V100 |
1. | Name of Reporting Person: Marathon Petroleum Corporation | ||||
2. | Check the Appropriate Box if a Member of Group (See Instructions): (a) ¨ (b) ¨ | ||||
3. | SEC Use Only: | ||||
4. | Source of Funds: OO | ||||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): | ||||
6. | Citizenship or Place of Organization: Delaware | ||||
Number of Shares Beneficially Owned By Each Reporting Person With: | 7. | Sole Voting Power: — | |||
8. | Shared Voting Power: 118,090,823(1) | ||||
9. | Sole Dispositive Power: — | ||||
10. | Shared Dispositive Power: 118,090,823(1) | ||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person: 118,090,823(1) | ||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares: | ||||
13. | Percent of Class Represented By Amount In Row (11): 29.0%(2) | ||||
14. | Type of Reporting Person: CO |
1. | MPLX Logistics Holdings LLC (“MPLX Logistics”) beneficially owns 66,546,319 common units representing limited partner interests (“MPLX Common Units”) in the Issuer. MPLX Holdings Inc. (“MPLX Holdings”) beneficially owns 28,627,587 MPLX Common Units in the Issuer. MPLX GP LLC (“MPLX GP”) beneficially owns 22,916,917 MPLX Common Units in the Issuer. MPC Investment LLC (“MPC Investment”) owns all of the membership interests in MPLX Logistics and MPLX GP and all of the shares of stock of MPLX Holdings. Marathon Petroleum Corporation (“MPC”) owns all of the membership interests in MPC Investment. Accordingly, MPC and MPC Investment both may be deemed to indirectly beneficially own the MPLX Common Units directly held by MPLX Logistics, MPLX Holdings and MPLX GP. |
2. | Based upon 407,068,878 MPLX Common Units issued and outstanding as of December 15, 2017, as reported by the Issuer to the Reporting Persons. |
CUSIP No.: 55336V100 |
1. | Name of Reporting Person: MPC Investment LLC | ||||
2. | Check the Appropriate Box if a Member of Group (See Instructions): (a) ¨ (b) ¨ | ||||
3. | SEC Use Only: | ||||
4. | Source of Funds: OO | ||||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): | ||||
6. | Citizenship or Place of Organization: Delaware | ||||
Number of Shares Beneficially Owned By Each Reporting Person With: | 7. | Sole Voting Power: — | |||
8. | Shared Voting Power: 118,090,823(1) | ||||
9. | Sole Dispositive Power: — | ||||
10. | Shared Dispositive Power: 118,090,823(1) | ||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person: 118,090,823(1) | ||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares: | ||||
13. | Percent of Class Represented By Amount In Row (11): 29.0%(2) | ||||
14. | Type of Reporting Person: OO |
1. | MPLX Logistics Holdings LLC (“MPLX Logistics”) beneficially owns 66,546,319 common units representing limited partner interests (“MPLX Common Units”) in the Issuer. MPLX Holdings Inc. (“MPLX Holdings”) beneficially owns 28,627,587 MPLX Common Units in the Issuer. MPLX GP LLC (“MPLX GP”) beneficially owns 22,916,917 MPLX Common Units in the Issuer. MPC Investment LLC (“MPC Investment”) owns all of the membership interests in MPLX Logistics and MPLX GP and all of the shares of stock of MPLX Holdings. Marathon Petroleum Corporation (“MPC”) owns all of the membership interests in MPC Investment. Accordingly, MPC and MPC Investment both may be deemed to indirectly beneficially own the MPLX Common Units directly held by MPLX Logistics, MPLX Holdings and MPLX GP. |
2. | Based upon 407,068,878 MPLX Common Units issued and outstanding as of December 15, 2017, as reported by the Issuer to the Reporting Persons. |
CUSIP No.: 55336V100 |
1. | Name of Reporting Person: MPLX Logistics Holdings LLC | ||||
2. | Check the Appropriate Box if a Member of Group (See Instructions): (a) ¨ (b) ¨ | ||||
3. | SEC Use Only: | ||||
4. | Source of Funds: OO | ||||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): | ||||
6. | Citizenship or Place of Organization: Delaware | ||||
Number of Shares Beneficially Owned By Each Reporting Person With: | 7. | Sole Voting Power: — | |||
8. | Shared Voting Power: 66,546,319 | ||||
9. | Sole Dispositive Power: — | ||||
10. | Shared Dispositive Power: 66,546,319 | ||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person: 66,546,319 | ||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares: | ||||
13. | Percent of Class Represented By Amount In Row (11): 16.3%(1) | ||||
14. | Type of Reporting Person: OO |
1. | Based upon 407,068,878 MPLX Common Units issued and outstanding as of December 15, 2017, as reported by the Issuer to the Reporting Persons. |
CUSIP No.: 55336V100 |
1. | Name of Reporting Person: MPLX Holdings Inc. | ||||
2. | Check the Appropriate Box if a Member of Group (See Instructions): (a) ¨ (b) ¨ | ||||
3. | SEC Use Only: | ||||
4. | Source of Funds: OO | ||||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): | ||||
6. | Citizenship or Place of Organization: Delaware | ||||
Number of Shares Beneficially Owned By Each Reporting Person With: | 7. | Sole Voting Power: — | |||
8. | Shared Voting Power: 28,627,587 | ||||
9. | Sole Dispositive Power: — | ||||
10. | Shared Dispositive Power: 28,627,587 | ||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person: 28,627,587 | ||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares: | ||||
13. | Percent of Class Represented By Amount In Row (11): 7.0%(1) | ||||
14. | Type of Reporting Person: CO |
1. | Based upon 407,068,878 MPLX Common Units issued and outstanding as of December 15, 2017, as reported by the Issuer to the Reporting Persons. |
CUSIP No.: 55336V100 |
1. | Name of Reporting Person: MPLX GP LLC | ||||
2. | Check the Appropriate Box if a Member of Group (See Instructions): (a) ¨ (b) ¨ | ||||
3. | SEC Use Only: | ||||
4. | Source of Funds: OO | ||||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): | ||||
6. | Citizenship or Place of Organization: Delaware | ||||
Number of Shares Beneficially Owned By Each Reporting Person With: | 7. | Sole Voting Power: — | |||
8. | Shared Voting Power: 22,916,917(1) | ||||
9. | Sole Dispositive Power: — | ||||
10. | Shared Dispositive Power: 22,916,917(1) | ||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person: 22,916,917(1) | ||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares: | ||||
13. | Percent of Class Represented By Amount In Row (11): 5.6%(2) | ||||
14. | Type of Reporting Person: OO |
1. | The Reporting Person, sole general partner of the Issuer, also owns 8,307,478 general partner units representing a two percent general partner interest in the Issuer, as well as incentive distribution rights in the Issuer, entitling the Reporting Person to receive increasing percentages of quarterly distributions in excess of specified amounts. |
2. | Based upon 407,068,878 MPLX Common Units issued and outstanding as of December 15, 2017, as reported by the Issuer to the Reporting Persons. |
Item 1. | Security and Issuer |
Item 2. | Identity and Background |
Item 3. | Source and Amount of Funds or Other Consideration |
Item 4. | Purpose of Transaction |
Item 5. | Interest in Securities of the Issuer |
Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
Item 7. | Material to be Filed as Exhibits. |
Dated: December 18, 2017 | Marathon Petroleum Corporation | |||||
By: | /s/ Molly R. Benson | |||||
Molly R. Benson | ||||||
Vice President, Corporate Secretary and Chief Compliance Officer | ||||||
MPC Investment LLC | ||||||
By: | /s/ Molly R. Benson | |||||
Molly R. Benson | ||||||
Vice President, Corporate Secretary and Chief Compliance Officer | ||||||
MPLX Logistics Holdings LLC | ||||||
By: | /s/ Molly R. Benson | |||||
Molly R. Benson | ||||||
Assistant Secretary | ||||||
MPLX GP LLC | ||||||
By: | /s/ Molly R. Benson | |||||
Molly R. Benson | ||||||
Vice President, Corporate Secretary and Chief Compliance Officer | ||||||
MPLX Holdings Inc. | ||||||
By: | /s/ Molly R. Benson | |||||
Molly R. Benson | ||||||
Director and Secretary |
Marathon Petroleum Corporation | ||||||
Name, Title | Principal Occupation | Citizenship | Transactions in Last 60 Days | |||
Directors | ||||||
Gary R. Heminger | Chairman and Chief Executive Officer Marathon Petroleum Corporation | U.S. | — | |||
Abdulaziz F. Alkhayyal | Retired Senior Vice President, Industrial Relations Saudi Aramco | Saudi Arabia | 9.1581 | |||
Evan Bayh | Senior Advisor, Apollo Global Management Partner, McGuireWoods LLP | U.S. | 36.0551 | |||
Charles E. Bunch | Retired Chairman of the Board and CEO PPG Industries, Inc. | U.S. | 18.4001 | |||
David A. Daberko | Retired Chairman of the Board National City Corporation | U.S. | 217.8581 | |||
Steven A. Davis | Former Chairman and Chief Executive Officer Bob Evans Farms, Inc. | U.S. | 30.8471 | |||
Donna A. James | Managing Director Lardon & Associates, LLC | U.S. | 36.0551 | |||
James E. Rohr | Retired Chairman and Chief Executive Officer The PNC Financial Services Group, Inc. | U.S. | 30.8471 | |||
Frank M. Semple | Retired Chairman, President and Chief Executive Officer MarkWest Energy Partners, L.P. | U.S. | 59.7671 | |||
J. Michael Stice | Dean, Mewbourne College of Earth & Energy University of Oklahoma | U.S. | 6.3851 | |||
John P. Surma | Retired Chairman and Chief Executive Officer United States Steel Corporation | U.S. | 217.8581 | |||
Executive Officers | ||||||
Gary R. Heminger | Chairman and Chief Executive Officer | U.S. | — | |||
Raymond L. Brooks | Senior Vice President, Refining | U.S. | — | |||
Suzanne Gagle | Vice President and General Counsel | U.S. | — | |||
Timothy T. Griffith | Senior Vice President and Chief Financial Officer | U.S. | — | |||
Thomas Kaczynski | Vice President, Finance and Treasurer | U.S. | — | |||
Thomas M. Kelley | Senior Vice President, Marketing | U.S. | — | |||
Anthony R. Kenney | President, Speedway LLC | U.S. | — | |||
Rodney P. Nichols | Executive Vice President, Human Resources, Health and Administrative Services | U.S. | (2,053)2 | |||
C. Michael Palmer | Senior Vice President, Supply, Distribution and Planning | U.S. | — | |||
John J. Quaid | Vice President and Controller | U.S. | — | |||
Donald C. Templin | President | U.S | — | |||
(1) | Phantom units granted on November 14, 2017 pursuant to the MPLX LP 2012 Incentive Compensation Plan and credited within a deferred account. |
(2) | Gives effect to 2,053 MPLX Common Units withheld for tax purposes upon the vesting of phantom units on December 5, 2017. For tax withholding purposes the value of the MPLX Common Units withheld was deemed to be equal to the closing price of $36.38 of an MPLX Common Unit on December 5, 2017. |