The Marcus Corporation (MCS) Form 4/A 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)

100 EAST WISCONSIN AVENUE

SUITE 1900

(Street)

MILWAUKEE WI 53202-4125

(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
X	Officer (give title below)	Other (specify below)
President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
07/25/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)
07/28/2023

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	07/25/2023		M		57,500	A	$13.04	248,368	D
Common Stock	07/25/2023		F(1)		53,390	D	$15	194,978(2)	D
Common Stock								75	I	As custodian(3)
Common Stock								7,267(4)	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 7/30/13)	$13.04	07/25/2023		M			57,500	(5)	07/30/2023	Common Stock	57,500	$0	0	D
Stock Option (right to buy) (granted 7/29/14)	$18.34							(5)	07/29/2024	Common Stock	49,500		49,500	D
Stock Option (right to buy) (granted 7/28/15)	$20.26							(5)	07/28/2025	Common Stock	44,100		44,100	D
Stock Option (right to buy) (granted 3/1/16)	$18.68							(5)	03/01/2026	Common Stock	28,500		28,500	D
Stock Option (right to buy) (granted 2/28/17)	$31.2							(5)	02/28/2027	Common Stock	40,000		40,000	D
Stock Option (right to buy) (granted 2/27/18)	$27							(6)	02/27/2028	Common Stock	75,000		75,000	D
Stock Option (right to buy) (granted 2/26/19)	$41.9							(6)	02/26/2029	Common Stock	70,200		70,200	D
Stock Option (right to buy) (granted 2/25/20)	$28.88							(6)	02/25/2030	Common Stock	121,000		121,000	D
Stock Option (right to buy) (granted 5/8/20)	$12.71							(6)	05/08/2030	Common Stock	80,000		80,000	D
Stock Option (right to buy)(granted 3/9/21)	$21.84							(6)	03/09/2031	Common Stock	137,300		137,300	D
Stock Option (right to buy) (granted 3/8/22)	$17.04							(6)	03/08/2032	Common Stock	152,000		152,000	D
Stock Option (right to buy)(granted 3/7/23)	$15.99							(6)	03/07/2033	Common Stock	172,300		172,300	D
Class B Common Stock	(7)							(8)	(9)	Common Stock	191,056		191,056	D
Class B Common Stock	(7)							(8)	(9)	Common Stock	10,786		10,786	I	As custodian(10)
Class B Common Stock	(7)							(8)	(9)	Common Stock	8,388		8,388	I	As trustee(11)
Class B Common Stock	(7)							(8)	(9)	Common Stock	18,233		18,233	I	By spouse

Explanation of Responses:

1. Represents a net exercise of outstanding options. The reporting person received 4,110 shares of common stock on net exercise of option to purchase 57,500 shares of common stock. The Company withheld 53,390 shares of common stock underlying the option for payment of the exercise price and tax withholdings, using the closing stock price on July 25, 2023 of $15.00, pursuant to the terms of The Marcus Corporation 2004 Equity and Incentive Awards Plan.

2. The Form 4 filed on July 28, 2023, reported incorrectly the total number of securities owned directly by the reporting person following the reported transaction. As a result of this error, the total amount of securities beneficially owned as reported in Table I - Line 2 shows 49,280 more shares than actually owned by the reporting person. As of the date of this filing, the reporting person owns 194,978 shares directly.

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

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

5. 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.

6. 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.

7. This security is convertible into common stock on a 1-for-1 basis at no cost.

8. This security is immediately exercisable.

9. No expiration date.

10. As sole custodian of the Alexandra Marcus U/WI/UTMA, the Michael Marcus U/WI/UTMA, and the Samantha Marcus U/WI/UTMA.

11. 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	02/05/2024
	** 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).
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