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*
Marcus Gregory S

(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)
President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
03/28/2019
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 03/28/2019 M 8,411 A $11.89 181,227 D
Common Stock 03/28/2019 F 3,503 D $40.24 177,724 D
Common Stock 75 I As custodian(1)
Common Stock 7,515.62(2) I By 401(k) Plan
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 (3) 07/28/2019 Common Stock 12,496 12,496 D
Stock Option (right to buy) (granted 7/27/10) $11.89 03/28/2019 M 8,411 (3) 07/27/2020 Common Stock 8,411 $0 5,000 D
Stock Option (right to buy) (granted 7/26/11) $10 (3) 07/26/2021 Common Stock 60,000 60,000 D
Stock Option (right to buy) (granted 7/31/12) $13.12 (3) 07/31/2022 Common Stock 52,000 52,000 D
Stock Option (right to buy) (granted 7/30/13) $13.04 (3) 07/30/2023 Common Stock 57,500 57,500 D
Stock Option (right to buy) (granted 7/29/14) $18.34 (3) 07/29/2024 Common Stock 49,500 49,500 D
Stock Option (right to buy) (granted 7/28/15) $20.26 (3) 07/28/2025 Common Stock 44,100 44,100 D
Stock Option (right to buy) (granted 3/1/16) $18.68 (3) 03/01/2026 Common Stock 28,500 28,500 D
Stock Option (right to buy) (granted 2/28/17) $31.2 (3) 02/28/2027 Common Stock 40,000 40,000 D
Stock Option (right to buy) (granted 2/27/18) $27 (4) 02/27/2028 Common Stock 75,000 75,000 D
Stock Option (right to buy) (granted 2/26/19) $41.9 (4) 02/26/2029 Common Stock 70,200 70,200 D
Class B Common Stock (5) (6) (7) Common Stock 191,056 191,056 D
Class B Common Stock (5) (6) (7) Common Stock 10,786 10,786 I As custodian(8)
Class B Common Stock (5) (6) (7) Common Stock 8,388 8,388 I As trustee(9)
Class B Common Stock (5) (6) (7) Common Stock 18,233 18,233 I By spouse
Explanation of Responses:
1. As sole custodian of the Alexandra Marcus U/WI/UTMA.
2. Balance reflects the most current data available with regard to the reporting person's holdings in the 401(k) Plan.
3. 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.
4. 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.
5. This security is convertible into common stock on a 1-for-1 basis at no cost.
6. This security is immediately exercisable.
7. No expiration date.
8. As sole custodian of the Alexandra Marcus U/WI/UTMA, the Michael Marcus U/WI/UTMA, and the Samantha Marcus U/WI/UTMA.
9. As trustee of the Gabriella Marcus Trust, the Daniella Marcus Trust and the Jessica Marcus Trust.
/s/ Steven R. Barth, Attorney-in-Fact for Gregory S. Marcus 04/01/2019
** 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).
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