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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Marathon Petroleum Corp 539 S. MAIN STREET FINDLAY, OH 45840 |
X | X | ||
MPC Investment LLC 539 S. MAIN STREET FINDLAY, OH 45840 |
X | X | ||
MPLX GP LLC 200 E. HARDIN STREET FINDLAY, OH 45840 |
X | |||
MPLX Logistics Holdings LLC 200 E. HARDIN STREET FINDLAY, OH 45840 |
X |
/s/ J. Michael Wilder, Vice President, General Counsel and Secretary, Marathon Petroleum Corporation | 12/08/2015 | |
**Signature of Reporting Person | Date | |
/s/ J. Michael Wilder, Vice President, General Counsel and Secretary, MPC Investment LLC | 12/08/2015 | |
**Signature of Reporting Person | Date | |
/s/ Molly R. Benson, Assistant Secretary, MPLX GP LLC | 12/08/2015 | |
**Signature of Reporting Person | Date | |
/s/ Molly R. Benson, Assistant Secretary, MPLX Logistics Holdings LLC | 12/08/2015 | |
**Signature of Reporting Person | Date |
* | 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) | This Form 4 is filed jointly by Marathon Petroleum Corporation ("MPC"), MPC Investment LLC ("MPC Investment"), MPLX GP LLC (the "General Partner"), and MPLX Logistics Holdings LLC ("MPLX Logistics Holdings"), with respect to the Issuer's Class A units. |
(2) | MarkWest Hydrocarbon, Inc., an indirect wholly-owned subsidiary of the Issuer, owns all of the Issuer's Class A units. |
(3) | The General Partner directly owns 6,800,475 general partner units, representing its 2% general partner interest in the Issuer and MPLX Logistics Holdings LLC beneficially owns 56,932,134 common units representing limited partnership interests in the Issuer. MPC Investment, a direct wholly-owned subsidiary of MPC, owns all of the membership interests in both the General Partner and MPLX Logistics Holdings. Accordingly, the General Partner and MPLX Logistics Holdings are both indirect wholly-owned subsidiaries of MPC. |
(4) | MPC Investment owns all of the membership interests in both the General Partner and MPLX Logistics Holdings, and MPC owns all of the membership interest in MPC Investment. Accordingly, MPC, MPC Investment, the General Partner and MPLX Logistics Holdings may be deemed to indirectly beneficially own the securities of the Issuer directly held by MarkWest Hydrocarbon, Inc., but disclaim beneficial ownership except to the extent of their respective pecuniary interests therein. |
(5) | Received in exchange for 22,640,000 MarkWest Energy Partners, L.P. ("MarkWest") Class A units in connection with the merger of Sapphire Holdco LLC, a wholly-owned subsidiary of the Issuer, with and into MarkWest on December 4, 2015, with MarkWest as the surviving entity (the "Merger"). The MarkWest Class A units outstanding immediately prior to the effective time of the Merger were converted into the specified number of Issuer Class A units having substantially similar rights and obligations that the MarkWest Class A units had immediately prior to the effective time. |