James W Keyes Form 4 Murphy USA / JAMES W KEYES ownership change

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^*

KEYES JAMES W

(Last)

(First)

(Middle)

200 PEACH STREET

(Street)

EL DORADO

71730

(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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/02/2024

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)
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)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Dividend Equivalent Units⁽¹⁾	⁽²⁾	12/02/2024		A		0.796⁽³⁾		⁽²⁾	⁽²⁾	Common Stock	0.796	⁽²⁾	11.028⁽¹⁾⁽³⁾	D
Dividend Equivalent Units⁽⁴⁾	⁽²⁾	12/02/2024		A		0.445⁽⁵⁾		⁽²⁾	⁽²⁾	Common Stock	0.445	⁽²⁾	1.73⁽⁴⁾⁽⁵⁾	D

Explanation of Responses:

1. Reflects the accrual of dividend equivalent units on outstanding restricted stock units ("RSUs") granted to the Reporting Person under the 2013 Stock Plan for Non-employee Directors. Each dividend equivalent unit reflects the right to receive one share of common stock, subject to the terms and conditions (including vesting and settlement terms) applicable to the corresponding RSUs.

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

3. Reflects the accrual of dividend equivalent units on RSUs granted to the Reporting Person on February 10, 2022.

4. Reflects the accrual of dividend equivalent units on outstanding restricted stock units ("RSUs") granted to the Reporting Person under the 2023 Omnibus Plan. Each dividend equivalent unit reflects the right to receive one share of common stock, subject to the terms and conditions (including vesting and settlement terms) applicable to the corresponding RSUs.

5. Reflects the accrual of dividend equivalent units on RSUs granted to the Reporting Person on February 15, 2024.

	/s/ Gregory L. Smith, attorney-in-fact	12/03/2024
	** 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).
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.

James W Keyes Form 4Murphy USA / JAMES W KEYES ownership change