SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Henderson Michael A

(Last)

(First)

(Middle)

C/O MARATHON OIL CORPORATION

990 TOWN & COUNTRY BOULEVARD

(Street)

HOUSTON

77024

(City)

(State)

(Zip)

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)
	Executive VP, Operations

3. Date of Earliest Transaction (Month/Day/Year)
11/22/2024

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/22/2024		D		5,151⁽¹⁾⁽²⁾	D	⁽²⁾	0	D
Common Stock	11/22/2024		D		71,677⁽¹⁾⁽³⁾	D	⁽³⁾	0	D

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. This Form 4 reports securities disposed of in connection with the Agreement and Plan of Merger (the "Merger Agreement"), dated May 28, 2024, by and among Marathon Oil Corporation., a Delaware corporation ("Marathon"), ConocoPhillips, a Delaware corporation ("ConocoPhillips"), and Puma Merger Sub Corp., a Delaware corporation and a wholly owned subsidiary of ConocoPhillips ("Merger Sub "), under which, and upon the terms and subject to the conditions set forth therein, Merger Sub merged with and into Marathon (the "Merger").

2. Pursuant to the Merger Agreement, at the effective time of the Merger each share of common stock, par value $1.00 per share, of Marathon ("Marathon common stock") beneficially owned by the Reporting Person was cancelled and converted into the right to receive 0.2550 shares of common stock, par value $0.01 per share, of ConocoPhillips ("ConocoPhillips common stock") and cash in lieu of any fractional ConocoPhillips common stock.

3. Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding restricted stock unit beneficially owned by the Reporting Person was cancelled and converted into the right to receive 0.2550 restricted stock units of ConocoPhillips.

	John D. Montanti, Attorney-in-Fact for Michael A. Henderson	11/22/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

Executive VP, Operations Henderson Michael A returned 76,828 shares to the company, closing all direct ownership in the company (SEC Form 4)