SC 13G 1 MRO13g.txt MRO13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.) Marathon Oil Corporation (Name of Issuer) Common Shares (Title of Class of Securities) 565849106 (CUSIP Number) December 31, 2020 (Date of Event which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |X| Rule 13d-1(b) | | Rule 13d-1(c) | | Rule 13d-1(d) CUSIP No. 565849106 -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON Hotchkis and Wiley Capital Management, LLC S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 95-4871957 -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|_| Joint filing (b)| | -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware -------------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER 58,904,583 SHARES BENEFICIALLY ---------------------------------------------------------- OWNED BY 6 SHARED VOTING POWER 0 EACH REPORTING ---------------------------------------------------------- PERSON 7 SOLE DISPOSITIVE POWER 63,899,061 WITH ---------------------------------------------------------- 8 SHARED DISPOSITIVE POWER 0 -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 63,889,061 shares (Ownership disclaimed pursuant to Section 13d-4 of the 1934 Act) -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ___ -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.09% -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON IA -------------------------------------------------------------------------------- Item 1(a). Name of Issuer: Marathon Oil Corporation Item 1(b). Address of Issuer's Principal Executive Offices: 5555 SAN FELIPE ROAD HOUSTON, TX 77056 Item 2(a). Name of Person Filing: Hotchkis and Wiley Capital Management, LLC Item 2(b). Address of Principal Business Office or, if none, Residence: 601 S. Figueroa Street 39th Fl, Los Angeles, CA 90017 Item 2(c). Citizenship: Delaware Item 2(d). Title of Class of Securities: Common Shares: Item 2(e). CUSIP Number: 565849106 Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: (a)/ / Broker or dealer registered under Section 15 of the Exchange Act. (b)/ / Bank as defined in Section 3(a)(6) of the Exchange Act. (c)/ / Insurance company as defined in Section 3(a)(19) of the Exchange Act. (d)/ / Investment company registered under Section 8 of the Investment Company Act. (as to 2(a)(b) above) (e)/X/ An investment adviser in accordance with Rule 13d-1(b)(1)(ii) (E). (as to 2(a)(a) above) (f)/ / An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F). (g)/ / A parent holding company or control person in accordance with Rule 13d-1(b)(ii)(G). (h)/ / A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act. (i)/ / A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act. (j)/ / Group, in accordance with Rule 13d-1(b)(1)(ii)(J). Item 4(a). Amount beneficially owned: 63,899,061 (Ownership disclaimed pursuant to Section 13d-4 of the 1934 Act) (includes ownership reported in 4(a)(b) below) Item 4(b). Percent of class: 8.09% Item 4(c). Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 58,904,583 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 63,899,061 (iii) Shared power to dispose or to direct the disposition of: 0 Note that certain of HWCM's clients have retained voting power over the Common Shares that they beneficially own. Accordingly, HWCM has the power to dispose of more Common Shares than it can vote. Item 5. Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ] Item 6. Ownership of More than Five Percent on Behalf of Another Person. The securities as to which this Schedule is filed by HWCM, in its capacity as investment adviser, are owned of record by clients of HWCM. Those clients have the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of, such securities. No such client is known to have such right or power with respect to more than five percent of this class of securities. Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. Not Applicable Item 8. Identification and Classification of Members of the Group. Not Applicable Item 9. Notice of Dissolution of Group. Not Applicable Item 10. Certification. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: February 11, 2021 Signature: /s/ Tina H. Kodama Name/Title: Tina H. Kodama Chief Compliance Officer

SEC Form SC 13G filed