SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL 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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Bacon Renee M

(Last)

(First)

(Middle)

200 PEACH ST.

(Street)

EL DORADO

71730

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/08/2019

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, Sales & Ops

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option	⁽¹⁾	02/08/2024	Common Stock	3,300	$65.75	D
Stock Option	⁽²⁾	02/07/2025	Common Stock	2,800	$71	D
Stock Option	⁽³⁾	02/06/2026	Common Stock	4,800	$76.15	D
Restricted Stock Unit	⁽⁴⁾⁽⁵⁾	⁽⁴⁾⁽⁵⁾	Common Stock	900	⁽⁴⁾	D
Restricted Stock Unit	⁽⁴⁾⁽⁶⁾	⁽⁴⁾⁽⁶⁾	Common Stock	750	⁽⁴⁾	D
Restricted Stock Unit	⁽⁴⁾⁽⁷⁾	⁽⁴⁾⁽⁷⁾	Common Stock	700	⁽⁴⁾	D
Restricted Stock Unit	⁽⁴⁾⁽⁸⁾	⁽⁴⁾⁽⁸⁾	Common Stock	1,300	⁽⁴⁾	D
Performance Stock Unit	⁽⁴⁾	⁽⁴⁾	Common Stock	1,500	⁽⁴⁾	D
Performance Stock Unit	⁽⁴⁾	⁽⁴⁾	Common Stock	1,400	⁽⁴⁾	D
Performance Stock Unit	⁽⁴⁾	⁽⁴⁾	Common Stock	2,600	⁽⁴⁾	D

Explanation of Responses:

1. The option became exercisable as to 1,650 shares on February 8, 2019, and becomes exercisable as to the remaining 1,650 shares on February 8, 2020.

2. The option vests in two equal installments. The first installment of 1,400 shares will become exercisable on February 7, 2020 and the second installment of 1,400 shares will become exercisable on February 7, 2021.

3. The option vests in two equal installments. The first installment of 2,400 shares will become exercisable on February 6, 2021 and the second installment of 2,400 shares will become exercisable on February 6, 2022.

4. These Securities generally do not carry a Conversion Price, Exercisable Date, or Expiration Date.

5. The Restricted Stock Unit vest on November 1, 2019.

6. The Restricted Stock Unit vest on February 8, 2020.

7. The Restricted Stock Unit vest on February 7, 2021.

8. The Restricted Stock Unit vest on February 6, 2022.

	/s/ Gregory L. Smith, attorney-in-fact	02/14/2019
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.