Ownership Submission
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FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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OMB APPROVAL
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OMB Number:3235-0104Expires:January 31, 2005Estimated average burden hours per response...0.5
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1. Name and Address of Reporting Person *
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Dailey Zachary B.
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2. Date of Event Requiring Statement (Month/Day/Year)
2024-05-01
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3. Issuer Name and Ticker or Trading Symbol
MARATHON OIL CORP [MRO]
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(Last)
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(First)
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(Middle)
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C/O MARATHON OIL CORPORATION , 990 TOWN & COUNTRY BOULEVARD
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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_____ Director
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_____ 10% Owner
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_____ Officer (give title below)
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_____ Other (specify below)
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VP, Controller & CAO /
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5. If Amendment, Date Original Filed(Month/Day/Year)
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(Street)
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HOUSTON
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TX
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77024
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6. Individual or Join/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
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2. Amount of Securities Beneficially Owned
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3. Ownership Form: Direct (D) or Indirect (I)
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4. Nature of Indirect Beneficial Ownership
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
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2. Date Exercisable and Expiration Date
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3. Title and Amount of Securities Underlying Derivative Security
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
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6. Nature of Indirect Beneficial Ownership
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Date Exercisable
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Expriation Date
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Title
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Amount or Number of Shares
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Dailey Zachary B.
C/O MARATHON OIL CORPORATION
990 TOWN & COUNTRY BOULEVARD
HOUSTON, TX77024
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VP, Controller & CAO
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Signatures
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John D. Montanti, Attorney-in-Fact for Zachary B. Dailey
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2024-05-01
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**Signature of Reporting Person
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Date
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Explanation of Responses:
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(*)
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If the form is filed by more than one reporting person, see Instruction 5(b)(v).
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(**)
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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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(1)
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Includes: 11,505 restricted stock units granted on March 1, 2024 under Marathon Oil Corporation's 2019 Incentive Compensation Plan, which vest in three annual installments as follows: 3,835 units on March 1, 2025, 3,835 units on March 1, 2026 and 3,835 units on March 1, 2027; 7,723 restricted stock units granted on March 1, 2023 under Marathon Oil Corporation's 2019 Incentive Compensation Plan, which vest in two annual installments as follows: 3,861 units on March 1, 2025 and 3,862 units on March 1, 2026; and 4,425 restricted stock units granted on March 1, 2022 under Marathon Oil Corporation's 2019 Incentive Compensation Plan, which vest on March 1, 2025.
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Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
See Instruction 6 for procedure.Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
