Edgar Filing: West Malynda K

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

West Malynda K

2. Issuer Name and Ticker or Trading Symbol
Murphy USA Inc. [MUSA]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
EVP, Fuels, CFO & Treasurer

(Last)

(First)

(Middle)

200 PEACH STREET

3. Date of Earliest Transaction (Month/Day/Year)
02/06/2019

(Street)

EL DORADO, AR 71730

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/06/2019		M		12,045 ⁽¹⁾	A	$ 0	70,918	D
Common Stock	02/06/2019		F		5,623 ⁽¹⁾	D	$ 76.15	65,295	D
Common Stock								591	I	401(k) Plan

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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Performance Stock Unit ⁽²⁾

⁽³⁾

02/06/2019

12,045

⁽³⁾

Common Stock

12,045

$ 0

11,700 ⁽⁴⁾

Performance Stock Unit ⁽²⁾

⁽³⁾

02/06/2019

6,400

⁽³⁾

Common Stock

6,400

$ 0

18,100

Restricted Stock Unit ⁽²⁾

⁽³⁾

02/06/2019

3,200

⁽³⁾

Common Stock

3,200

$ 0

25,033

Stock Option ⁽²⁾

$ 76.15

02/06/2019

12,100

⁽⁵⁾

02/06/2026

Common Stock

12,100

$ 76.15

12,100

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
West Malynda K 200 PEACH STREET EL DORADO, AR 71730			EVP, Fuels, CFO & Treasurer

Signatures

/s/ Gregory L. Smith, attorney-in-fact		02/08/2019
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	As a result of the determination of the amount of PSUs earned for the performance period ended December 31, 2018, this total includes the incremental number of PSUs (that is, 165.0% of the target amount, or 4,745 PSUs above the target number of 7,300 originally reported on the Form 4 when the PSU grant was made).
(2)	Time based restricted stock award granted under the 2013 Long-term Incentive Plan.
(3)	These Securities generally do not carry a Conversion Price, Exercisable Date, or Expiration Date.
(4)	Includes an adjustment of 3,335 additional units to correct error on 2/7/2018 Form 4. 8,735 PSUs achieved were subtracted from the total instead of 5,400 PSUs, which was the target number.
(5)	The option vests in two equal installments, the first half two years after the grant date and the final half three years after the grant date.

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