Marcus Gregory S Form 4 MARCUS / Gregory S Marcus 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^*

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)
07/21/2015

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	07/21/2015		A(1)		9,300	A	$0	90,981	D
Common Stock								75	I	As custodian(2)
Common Stock								6,863(3)	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 7/31/06)	$19.74							(4)	07/31/2016	Common Stock	15,000		15,000	D
Stock Option (right to buy) (granted 8/2/07)	$20.4							(4)	08/02/2017	Common Stock	15,000		15,000	D
Stock Option (right to buy) (granted 7/29/08)	$15.59							(4)	07/29/2018	Common Stock	100,000		100,000	D
Stock Option (right to buy) (granted 7/28/09)	$13.34							(4)	07/28/2019	Common Stock	55,000		55,000	D
Stock Option (right to buy) (granted 7/27/10)	$11.89							(4)	07/27/2020	Common Stock	60,000		60,000	D
Stock Option (right to buy) (granted 7/26/11)	$10							(4)	07/26/2021	Common Stock	60,000		60,000	D
Stock Option (right to buy) (granted 7/31/12)	$13.12							(4)	07/31/2022	Common Stock	52,000		52,000	D
Stock Option (right to buy) (granted 7/30/13)	$13.04							(4)	07/30/2023	Common Stock	57,500		57,500	D
Stock Option (right to buy) (granted 7/29/14)	$18.34							(4)	07/29/2024	Common Stock	49,500		49,500	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. Restricted stock granted July 21, 2015 vests and becomes exercisable as follows: 50% after 3rd anniversary of the date of the grant and 100% after 5th anniversary of the date of the grant or upon death, disability or retirement.

2. As sole custodian of the Alexandra Marcus U/WI/UTMA.

3. Balance reflects the most current data available with regard to the reporting person's holdings in the 401(k) Plan.

4. 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.

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.

Remarks:

	/s/ Steven R. Barth, Attorney-in-Fact for Gregory S. Marcus	07/23/2015
	** 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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