UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)
MARATHON OIL CORP
(Name of Issuer)
Common Shares
(Title of Class of Securities)
565849106
(CUSIP Number)
December 31, 2017
(Date of Event which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
|X| Rule 13d-1(b)
| | Rule 13d-1(c)
| | Rule 13d-1(d)
CUSIP No. 565849106
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1 NAME OF REPORTING PERSON Hotchkis and Wiley Capital Management, LLC
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 95-4871957
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|_|
(b)| |
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
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NUMBER OF 5 SOLE VOTING POWER 23,471,223
SHARES
BENEFICIALLY ----------------------------------------------------------
OWNED BY 6 SHARED VOTING POWER 0
EACH
REPORTING ----------------------------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER 41,042,843
WITH
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8 SHARED DISPOSITIVE POWER 0
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
41,042,843 shares (Ownership disclaimed pursuant to Section 13d-4
of the 1934 Act)
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
___
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.83%
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12 TYPE OF REPORTING PERSON IA
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Item 1(a). Name of Issuer:
MARATHON OIL CORP
Item 1(b). Address of Issuer's Principal Executive Offices:
5555 San Felipe Road
PO Box 3128
Houston, TX 77056-2723
Item 2(a). Name of Person Filing:
Hotchkis and Wiley Capital Management, LLC
Item 2(b). Address of Principal Business Office or, if none, Residence:
725 S. Figueroa Street 39th Fl, Los Angeles, CA 90017
Item 2(c). Citizenship
Delaware
Item 2(d). Title of Class of Securities:
Common Shares
Item 2(e). CUSIP Number:
565849106
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or
13d-2(b) or (c), check whether the person filing is a:
(a)/ / Broker or dealer registered under Section 15 of the
Exchange Act.
(b)/ / Bank as defined in Section 3(a)(6) of the Exchange Act.
(c)/ / Insurance company as defined in Section 3(a)(19) of the
Exchange Act.
(d)/ / Investment company registered under Section 8 of the
Investment Company Act.
(e)/X/ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)
(E).
(f)/ / An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F).
(g)/ / A parent holding company or control person in accordance
with Rule 13d-1(b)(ii)(G).
(h)/ / A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act.
(i)/ / A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act.
(j)/ / Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Item 4(a). Amount beneficially owned:
41,042,843 (Ownership disclaimed pursuant to Section 13d-4 of the
1934 Act)
Item 4(b). Percent of class:
4.83%
Item 4(c). Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
23,471,223
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
41,042,843
(iii) Shared power to dispose or to direct the disposition of:
0
Note that certain of HWCM's clients have retained voting power over
the Common Shares that they beneficially own. Accordingly, HWCM
has the power to dispose of more Common Shares than it can vote.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check
the following [X]
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not Applicable
Item 7. Identification and Classification of the Subsidiary which
Acquired the Security Being Reported on by the Parent Holding
Company or Control Person.
Not Applicable
Item 8. Identification and Classification of Members of the Group.
Not Applicable
Item 9. Notice of Dissolution of Group.
Not Applicable
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are held
in the ordinary course of business and were not acquired and are not
held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not
acquired and are not held in connection with or as a participant in
any transaction having that purpose or effect.
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.
Date: February 12, 2018
Signature: /s/ Tina H. Kodama
Name/Title: Tina H. Kodama
Chief Compliance Officer