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).
1. Name and Address of Reporting Person*
MURPHY OIL CORP /DE

(Last) (First) (Middle)
200 PEACH STREET, P.O. BOX 7000

(Street)
EL DORADO AR 71730-7000

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Murphy USA Inc. [ MUSA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/30/2013
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)
Code V Amount (A) or (D) Price
Common Stock 08/30/2013 J(1) 46,743,216 A $0 46,743,316 D
Common Stock 08/30/2013 J(2) 46,743,316 D $0 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. In connection with the spin off of Murphy USA Inc. ("Murphy USA") by Murphy Oil Corporation ("Murphy Oil") and in accordance with the terms and conditions of the Separation and Distribution Agreement by and between Murphy Oil Corporation and Murphy USA Inc. dated as of August 30, 2013, 2013 (the "Separation Agreement"), Murphy Oil received 46,743,216 shares of Murphy USA common stock which, when combined with the 100 shares held by Murphy Oil prior thereto, equals the number of Murphy USA shares of common stock distributed by Murphy Oil in the Distribution, as such term is defined in the Separation Agreement.
2. In connection with the spin off of Murphy USA by Murphy Oil and in accordance with the terms and conditions of the Separation Agreement, Murphy Oil effected the Distribution, as such term is defined in the Separation Agreement, on August 30, 2013, and caused to be distributed to each holder of record of Murphy Oil common stock as of August 21, 2013, the record date, by means of a pro-rata distribution, one share of Murphy USA common stock for every four shares of Murphy Oil common stock held of record by such holder as of the record date.
Remarks:
/s/ Walter K. Compton, Senior Vice President and General Counsel 08/30/2013
** 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).
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