Brent J. Smolik - Nov 22, 2024 Form 4 Insider Report for MARATHON OIL CORP (MRO)

Role
Director
Signature
John D. Montanti, Attorney-in-Fact for Brent J. Smolik
Stock symbol
MRO
Transactions as of
Nov 22, 2024
Transactions value $
$0
Form type
4
Date filed
11/22/2024, 04:05 PM
Previous filing
Mar 5, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction MRO Common Stock Disposed to Issuer -27.7K -100% 0 Nov 22, 2024 Direct F1, F2
transaction MRO Common Stock Disposed to Issuer -8.13K -100% 0 Nov 22, 2024 Direct F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Brent J. Smolik is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 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").
F2 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") and each outstanding restricted stock unit award beneficially owned by the Reporting Person were 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.
F3 Non-Retainer Annual Director Stock Unit Award granted under Marathon Oil Corporation 2019 Incentive Compensation Plan.