SEC FORM 4 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*
NEIS DOUGLAS A

(Last) (First) (Middle)
THE MARCUS CORPORATION
100 E. WISCONSIN AVE., SUITE 1900

(Street)
MILWAUKEE WI 53202

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
MARCUS CORP [ MCS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
CFO and Treasurer
3. Date of Earliest Transaction (Month/Day/Year)
03/15/2019
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)
Code V Amount (A) or (D) Price
Common Stock 03/15/2019 M 13,179 A $13.34 62,392 I by Neis Revocable trust
Common Stock 03/15/2019 F 7,082 D $40.55 55,310 I by Neis Revocable trust
Common Stock 28,303 D
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) (granted 7/28/09) $13.34 03/15/2019 M 13,179 (1) 07/28/2019 Common Stock 13,179 $0 0 D
Stock Option (right to buy) (granted 7/27/10) $11.89 (1) 07/27/2020 Common Stock 8,423 14,077 D
Stock Option (right to buy) (granted 7/26/11) $10 (1) 07/26/2021 Common Stock 9,000 13,500 D
Stock Option (right to buy) (granted 7/31/12) $13.12 (1) 07/31/2022 Common Stock 19,500 19,500 D
Stock Option (right to buy) (granted 7/30/13) $13.04 (1) 07/30/2023 Common Stock 21,000 21,000 D
Stock Option (right to buy) (granted 7/29/14) $18.34 (1) 07/29/2024 Common Stock 16,400 16,400 D
Stock Option (right to buy) (granted 7/28/15) $20.26 (1) 07/28/2025 Common Stock 17,400 17,400 D
Stock Option (right to buy) (granted 3/1/16) $18.68 (1) 03/01/2026 Common Stock 11,150 11,150 D
Stock Option (right to buy) (granted 2/28/17) $31.2 (1) 02/28/2027 Common Stock 16,500 16,500 D
Stock Option (right to buy) (granted 2/27/18) $27 (2) 02/27/2028 Common Stock 23,500 23,500 D
Stock Option (right to buy) (granted 2/26/19) $41.9 (2) 02/26/2029 Common Stock 21,900 21,900 D
Explanation of Responses:
1. The options originally granted vest and become exercisable as follows: 40% after 2nd anniversary of the date of grant; 60% after 3rd anniversary; 80% after 4th anniversary; and 100% after 5 years.
2. The options originally granted vest and become exercisable as follows: 50% after 2nd anniversary of the date of grant; 75% after 3rd anniversary; and 100% after 4 years.
/s/ Steven R. Barth, Attorney-in-Fact for Douglas A. Neis 03/19/2019
** 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 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.
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