Document

SC 13D/A 1 mpcsc13daamend17.htm SCHEDULE 13D/A AMENDMENT NO. 17 Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

___________________________

SCHEDULE 13D/A

(Amendment No. 17)

Under the Securities Exchange Act of 1934

___________________________

MPLX LP

(Name of Issuer)

Common Units Representing Limited Partner Interests

(Title of Class of Securities)

55336V100

(CUSIP Number)

Molly R. Benson

Chief Legal Officer and Corporate Secretary

Marathon Petroleum Corporation

539 South Main Street

Findlay, Ohio 45840

(419) 422-2121

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 8, 2024

(Date of Event Which Requires Filing of this Statement)

___________________________

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.


*			The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No.: 55336V100


1	NAMES OF REPORTING PERSONS Marathon Petroleum Corporation
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 647,415,452
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 647,415,452
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 647,415,452
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 63.3%(1)
14	TYPE OF REPORTING PERSON HC; CO


1.			Based upon 1,022,236,667 common units representing limited partner interests of the Issuer (“MPLX Common Units”) issued and outstanding as of May 8, 2024, with such figure provided to the Reporting Persons by the Issuer.



CUSIP No.: 55336V100


1	NAMES OF REPORTING PERSONS MPC Investment LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 504,701,934
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 504,701,934
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 504,701,934
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 49.4%(1)
14	TYPE OF REPORTING PERSON OO


1.			Based upon 1,022,236,667 MPLX Common Units issued and outstanding as of May 8, 2024, with such figure provided to the Reporting Persons by the Issuer.



CUSIP No.: 55336V100


1	NAMES OF REPORTING PERSONS MPLX Logistics Holdings LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 84,722,985
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 84,722,985
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 84,722,985
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.3%(1)
14	TYPE OF REPORTING PERSON OO


1.			Based upon 1,022,236,667 MPLX Common Units issued and outstanding as of May 8, 2024, with such figure provided to the Reporting Persons by the Issuer.



CUSIP No.: 55336V100


1	NAMES OF REPORTING PERSONS MPLX GP LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 383,527,195
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 383,527,195
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 383,527,195
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 37.5%(1)
14	TYPE OF REPORTING PERSON OO


1.			Based upon 1,022,236,667 MPLX Common Units issued and outstanding as of May 8, 2024, with such figure provided to the Reporting Persons by the Issuer.



CUSIP No.: 55336V100


1	NAMES OF REPORTING PERSONS Andeavor LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☒
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 142,713,518
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 142,713,518
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 142,713,518
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14%1
14	TYPE OF REPORTING PERSON OO


1.			Based upon 1,022,236,667 MPLX Common Units issued and outstanding as of May 8, 2024, with such figure provided to the Reporting Persons by the Issuer.



CUSIP No.: 55336V100


1	NAMES OF REPORTING PERSONS Western Refining, Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 142,713,518
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 142,713,518
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 142,713,518
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14%1
14	TYPE OF REPORTING PERSON CO


1.			Based upon 1,022,236,667 MPLX Common Units issued and outstanding as of May 8, 2024, with such figure provided to the Reporting Persons by the Issuer.



CUSIP No.: 55336V100


1	NAMES OF REPORTING PERSONS TTC Holdings LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 142,713,518
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 142,713,518
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 142,713,518
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14%1
14	TYPE OF REPORTING PERSON OO


1.			Based upon 1,022,236,667 MPLX Common Units issued and outstanding as of May 8, 2024, with such figure provided to the Reporting Persons by the Issuer.



CUSIP No.: 55336V100


1	NAMES OF REPORTING PERSONS Giant Industries, Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 142,713,518
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 142,713,518
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 142,713,518
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14%1
14	TYPE OF REPORTING PERSON CO


1.			Based upon 1,022,236,667 MPLX Common Units issued and outstanding as of May 8, 2024, with such figure provided to the Reporting Persons by the Issuer.

Explanatory Note: This Amendment No. 17 amends and supplements the statement on Schedule 13D filed by Marathon Petroleum Corporation (“MPC”) and certain of its subsidiaries concerning the common units representing limited partner interests (“MPLX Common Units”) in MPLX LP (the “Issuer”) filed on December 3, 2014, as amended on December 12, 2014, August 19, 2015, December 7, 2015, April 4, 2016, March 6, 2017, September 1, 2017, December 18, 2017, February 5, 2018, October 1, 2018, November 5, 2018, May 9, 2019, August 2, 2019, August 4, 2020, January 5, 2021, September 22, 2021 and October 4, 2022 (the “Schedule 13D”). The Schedule 13D is not modified except as specifically provided herein. Any term capitalized but not defined herein shall have the same meaning as defined in the Schedule 13D.

This Amendment No. 17 is being filed to report the decrease in the percentage of MPLX Common Units beneficially owned by the Reporting Persons since the previous reporting date on account of an increase in the number of MPLX Common Units outstanding as a result of conversions of the Issuer’s Series A Convertible Preferred Units into MPLX Common Units.


Item 1.			Security and Issuer.

There are no changes to this Item.


Item 2.			Identity and Background.

(a)The reporting persons are:

i.MPC is a Delaware corporation. The name of each director and executive officer of MPC, and each individual’s principal occupation, is set forth on Schedule I to this Schedule 13D;

ii.MPC Investment LLC (“MPC Investment”), a Delaware limited liability company that is wholly owned by MPC;

iii.MPLX Logistics Holdings LLC (“MPLX Logistics”), a Delaware limited liability company that is wholly owned by MPC Investment;

iv.MPLX GP LLC (“MPLX GP”), a Delaware limited liability company that is wholly owned by MPC Investment;

v.Andeavor LLC, a Delaware limited liability company that is wholly owned by MPC;

vi.Western Refining, Inc. (“Western Refining”), a Delaware corporation that is wholly owned by Andeavor LLC;

vii.TTC Holdings LLC (“TTC Holdings”), a Delaware limited liability company that is wholly owned by Western Refining; and

viii.Giant Industries, Inc. (“Giant”), a Delaware corporation that is wholly owned by TTC Holdings.

(b)The business address of MPC, MPC Investment, Andeavor LLC, Western Refining, TTC Holdings, Giant and each person listed in Schedule I is 539 S. Main Street, Findlay, Ohio 45840. The business address of MPLX Logistics and MPLX GP is 200 E. Hardin Street, Findlay, Ohio 45840.

(c)MPC, MPC Investment, MPLX Logistics, Andeavor LLC, Western Refining, TTC Holdings and Giant are holding companies, the assets of which consist of direct and indirect ownership interests in, and the business of which is conducted substantially through, their subsidiaries. MPLX GP serves as the general partner of the Issuer.

(d)Within the last five years, none of the Reporting Persons nor, to the knowledge of the Reporting Persons, any person named in Schedule I, has been convicted in any criminal proceedings (excluding traffic violations or similar misdemeanors).

(e)On October 15, 2020, the United States Securities and Exchange Commission (the “SEC”) announced an agreement with Andeavor LLC, as successor-by-merger to Andeavor and a wholly owned subsidiary of MPC, to settle an investigation regarding Andeavor’s historical share repurchase activity. As part of the settlement with the SEC,

Andeavor LLC agreed to pay a $20 million penalty and consent to the entry of an Administrative Order containing findings that Andeavor violated Section 13(b)(2)(B) of the Act, and ordering Andeavor LLC to cease and desist from committing or causing any violations and any future violations of that provision. Andeavor LLC neither admitted nor denied the SEC’s findings.

Other than as set forth above in this Item 2, within the last five years none of the Reporting Persons nor, to the knowledge of the Reporting Persons, any person named in Schedule I, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)The citizenship of each of the directors and executive officers of MPC is set forth in Schedule I to this Schedule 13D.

The Issuer is managed and operated by the board of directors and executive officers of MPLX GP, its general partner. MPC Investment, a direct wholly owned subsidiary of MPC, owns all of the membership interests in MPLX GP and has the right to appoint the entire board of directors of MPLX GP. Accordingly, MPLX GP is an indirect wholly owned subsidiary of MPC.


Item 3.			Source and Amount of Funds or Other Consideration.

There are no changes to this Item.


Item 4.			Purpose of the Transaction.

There are no changes to this Item.


Item 5.			Interest in Securities of the Issuer.

The information previously provided in response to Item 5 is hereby amended and restated as follows.

(a) - (b) The information provided in row 1 and rows 7 through 11 and row 13 of the cover pages of this Schedule 13D is incorporated herein by reference.

(c) Except as described herein or as set forth in Schedule I of this Schedule 13D, none of the Reporting Persons nor any person listed on Schedule I has effected any transactions in MPLX Common Units within the past 60 days.

(d) The Reporting Persons have the right to receive distributions from, and the proceeds from the sale of, the respective MPLX Common Units reported by such persons on the cover pages of this Schedule 13D and in this Item 5. None of the Reporting Persons have any knowledge of any other person having the right to receive or the power to direct the receipt of distributions from, or the proceeds from the sale of, the MPLX Common Units held in the name of the Reporting Persons.

(e) Not applicable.


Item 6.			Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

There are no changes to this Item.


Item 7.			Materials to be Filed as Exhibits.

There are no changes to this Item.

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.

Dated: May 10, 2024

MARATHON PETROLEUM CORPORATION

MPC INVESTMENT LLC

By:

/s/ Molly R. Benson

By:

/s/ Molly R. Benson

Name:

Molly R. Benson

Name:

Molly R. Benson

Title:

Chief Legal Officer and Corporate Secretary

Title:

Chief Legal Officer and Corporate Secretary

MPLX LOGISTICS HOLDINGS LLC

MPLX GP LLC

By:

/s/ Molly R. Benson

By:

/s/ Molly R. Benson

Name:

Molly R. Benson

Name:

Molly R. Benson

Title:

Vice President and Secretary

Title:

Chief Legal Officer and Corporate Secretary

ANDEAVOR LLC

WESTERN REFINING, INC.

By:

/s/ Molly R. Benson

By:

/s/ Molly R. Benson

Name:

Molly R. Benson

Name:

Molly R. Benson

Title:

Vice President and Secretary

Title:

Vice President and Secretary

TTC HOLDINGS LLC

GIANT INDUSTRIES, INC.

By:

/s/ Molly R. Benson

By:

/s/ Molly R. Benson

Name:

Molly R. Benson

Name:

Molly R. Benson

Title:

Vice President and Secretary

Title:

Vice President and Secretary

Schedule I

Information regarding each director and executive officer of Marathon Petroleum Corporation is set forth below. The business address for each director and executive officer is c/o Marathon Petroleum Corporation, 539 South Main Street, Findlay, Ohio, United States.

Marathon Petroleum Corporation

Name, Title

Principal Occupation

Citizenship

Transactions
in Last
60 Days

Directors

Michael J. Hennigan

Chief Executive Officer
Marathon Petroleum Corporation

U.S.

—

Abdulaziz F. Alkhayyal

Retired Senior Vice President, Industrial Relations

Saudi Aramco

Saudi Arabia

105.8811

Evan Bayh

Senior Advisor
Apollo Global Management

U.S.

105.8811

Charles E. Bunch

Retired Chairman of the Board and CEO
PPG Industries, Inc.

U.S.

105.8811

Jonathan Z. Cohen

Founder, Chief Executive Officer and President
Hepco Capital Management, LLC

U.S.

105.8811

Eileen P. Drake

Former Chief Executive Officer and President
Aerojet Rocketdyne Holdings, Inc.

U.S.

105.8811

Kimberly N. Ellison-Taylor

Former Global Leader
Oracle Corporation

U.S.

105.8811

Edward G. Galante

Retired Senior Vice President and Member of the Management Committee
ExxonMobil Corporation

U.S.

105.8811

Kim K.W. Rucker

Former Executive Vice President, General Counsel and Secretary
Andeavor

U.S.

105.8811

Frank M. Semple

Retired Chairman, President and Chief Executive Officer
MarkWest Energy Partners, L.P.

U.S.

862.1731

J. Michael Stice

Professor

University of Oklahoma

U.S.

862.1731

John P. Surma

Non-Executive Chairman of the Board,
Marathon Petroleum Corporation

U.S.

862.1731

Susan Tomasky

Retired President of AEP Transmission
American Electric Power

U.S.

105.8811

Executive Officers

Michael J. Hennigan

Chief Executive Officer

U.S.

—

Timothy J. Aydt

Executive Vice President, Refining

U.S.

—

Molly R. Benson

Chief Legal Officer and Corporate Secretary

U.S.

—

Erin M. Brzezinski

Vice President and Controller

U.S.

—

Gregory S. Floerke

Executive Vice President and Chief Operating Officer, MPLX GP LLC

U.S.

—

Ricky D. Hessling

Chief Commercial Officer

U.S.

—

Shawn M. Lyon

Senior Vice President, Logistics & Storage, MPLX GP LLC

U.S.

—

Maryann T. Mannen

President

U.S.

—

John J. Quaid

Executive Vice President and Chief Financial Officer

U.S.

—


(1)			Phantom units awarded on 4/1/2024 pursuant to the MPLX LP 2018 Incentive Compensation Plan and credited within a deferred account.

SEC Form SC 13D/A filed by MPLX LP (Amendment)