Marathon Oil : Statement of…

Ownership Submission

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 or Section 30(h) of the Investment Company Act of 1940
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OMB Number:3235-0287Expires:January 31, 2005Estimated average burden hours per response…0.5
1. Name and Address of Reporting Person *
WAGNER PATRICK
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
_____ Officer (give title below) _____ Other (specify below)
See Remarks /
(Last) (First) (Middle)
C/O MARATHON OIL CORPORATION , 990 TOWN & COUNTRY BOULEVARD
3. Date of Earliest Transaction (Month/Day/Year)
(Street)
HOUSTON TX 77024
4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Join/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 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code 4. Securities Acquired (A) or Disposed of (D) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) 6. Ownership Form: Direct (D) or Indirect (I) 7. Nature of Indirect Beneficial Ownership
Code V Amount (A) or (D) Price

Table II – Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivate Security 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 5. Number of Derivative Securities Acquired (A) or Disposed of (D) 6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security 8. Price of Derivative Security 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) 11. Nature of Indirect Beneficial Ownership
Code V (A) (D) Date Exercisable Expriation Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
WAGNER PATRICK
C/O MARATHON OIL CORPORATION
990 TOWN & COUNTRY BOULEVARD
HOUSTON, TX77024
See Remarks

Signatures

John D. Montanti, Attorney-in-Fact for Patrick Wagner 2022-01-28
**Signature of Reporting Person Date

Explanation of Responses:

(*) If the form is filed by more than one reporting person, see Instruction 5(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) Represents shares of MRO Common Stock issued pursuant to the terms of the Performance Unit Award Agreement dated 2/27/2019.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

Attachments

Disclaimer

Marathon Oil Corporation published this content on 28 January 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 January 2022 21:34:47 UTC.

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