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*
GERSHOWITZ DIANE M

(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)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/29/2019
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 03/29/2019 S(1) 8,973 D $40.05 50,799 I By DG-LDJ Holdings, LLC
Common Stock 207,955 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)(2) $10.78 05/28/2009 05/28/2019 Common Stock 500 500 D
Stock Option (Right to Buy)(2) $11.14 05/27/2010 05/27/2020 Common Stock 500 500 D
Stock Option (Right to Buy)(2) $10.5 05/26/2011 05/26/2021 Common Stock 500 500 D
Stock Option (Right to Buy)(2) $13.33 05/31/2012 05/31/2022 Common Stock 500 500 D
Stock Option (Right to Buy)(2) $13.45 05/30/2013 05/30/2023 Common Stock 1,000 1,000 D
Stock Option (Right to Buy)(2) $16.84 05/29/2014 05/29/2024 Common Stock 1,000 1,000 D
Stock Option (Right to Buy)(2) $19.65 05/28/2015 05/28/2025 Common Stock 1,000 1,000 D
Stock Option (Right to Buy)(2) $18.97 12/31/2015 12/31/2025 Common Stock 583 583 D
Stock Option (Right to Buy)(2) $31.55 12/29/2016 12/29/2026 Common Stock 1,000 1,000 D
Stock Option (Right to Buy)(2) $27.2 12/28/2017 12/28/2027 Common Stock 1,000 1,000 D
Stock Option (Right to Buy)(2) $38.51 12/27/2018 12/27/2028 Common Stock 1,000 1,000 D
Class B Common Stock (3) (4) (5) Common Stock 17,730 17,730 D
Class B Common Stock (3) (4) (5) Common Stock 2,432,148 2,432,148 I By DG-LDJ Holdings, LLC
Class B Common Stock (3) (4) (5) Common Stock 131,506 131,506 I As Trustee(6)
Class B Common Stock (3) (4) (5) Common Stock 50,845 50,845 I By Trust(7)
Explanation of Responses:
1. The reported transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 4, 2019.
2. Granted pursuant to The Marcus Corporation 2004 Equity and Incentive Awards Plan.
3. This security is convertible into common stock on a 1-for-1 basis at no cost.
4. This security is immediately exercisable.
5. No expiration date.
6. As trustee for brother's children.
7. By the Ben and Celia Marcus 1992 Revocable Trust F/B/O Diane M. Gershowitz.
/s/ Steven R. Barth, Attorney-in-Fact for Diane M. Gershowitz 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).
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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