Item 5.04 Temporary Suspension of Trading Under Registrant's Employee Benefit
Plans.
On May 17, 2021, Marathon Petroleum Corporation (the "Company") received a
notice required by Section 101(i)(2)(E) of the Employment Retirement Income
Security Act of 1974, as amended, regarding an anticipated blackout period (the
"Blackout Period") with respect to the Marathon Petroleum Corporation Stock Fund
(the "Stock Fund") that is an investment option offered under and, therefore, a
part of the Marathon Petroleum Thrift Plan (the "Plan," and including the
portion of the Plan known as the "Speedway Component" or the "Retirement Savings
Sub Plan") in connection with the Company's recently commenced "modified Dutch
auction" tender offer to purchase up to $4.0 billion of shares of its common
stock, par value $.01 per share (the "Shares"), pursuant to the terms and
subject to the conditions set forth in the Offer to Purchase dated May 17, 2021
and in the related Letter of Transmittal (which together, as they may be amended
or supplemented from time to time, constitute the "Offer").
During the Blackout Period, Plan participants who tender some or all of the
Shares credited to their Plan account in the Offer will be prohibited from
executing certain transactions involving the Stock Fund, including all exchanges
out, loans, withdrawals and distributions from the Stock Fund, until all
processing related to the Offer has been completed by the Plan administrator.
The restrictions will apply to all Shares credited to a participant's account
even if the participant tenders less than 100% of the Shares credited to the
participant's account in the Offer. The restrictions will not apply to any Plan
participants who do not tender Shares held in the Stock Fund in the Offer. The
Company currently anticipates that the Blackout Period will be effective on 4:00
p.m., New York City Time, on June 9, 2021 and last until approximately the week
of June 21, 2021 unless the Offer is terminated or the expiration date of the
Offer is extended.
The Company currently anticipates that the Blackout Period will not apply to 50%
or more of the Plan participants given that significantly less than 50% of Plan
participates held Shares in the Stock Fund as of a recent date preceding the
receipt of the notice. Accordingly, the Company is not required to provide a
blackout notice to its directors and executive officers pursuant to Section
306(a) of the Sarbanes-Oxley Act of 2002 and Rule 104 of Regulation BTR
promulgated by the Securities and Exchange Commission under the Securities
Exchange Act of 1934, as amended. If the 50% threshold is met, the Company will,
in accordance with Section 306(a) of the Sarbanes-Oxley Act of 2002 and Rule 104
of Regulation BTR, send a blackout trading restriction notice to its directors
and executive officers informing them that they are prohibited from purchasing,
selling or otherwise acquiring or transferring, directly or indirectly, any
equity security of the Company acquired in connection with their employment as
an officer or services as a director during the Blackout Period.
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