The Marcus Corporation (MCS) Form 4/A MARCUS / DIANE M GERSHOWITZ 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^*

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)
12/28/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)
12/30/2022

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	12/29/2022(1)		A(2)		2,986(1)	A	$0	12,547(3)	D
Common Stock								200,617.223(3)(4)	I	By DG-LDJ Holdings, LLC

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)(5)	$14.25	12/29/2022(1)		A		1,438(1)		12/29/2022	12/29/2032	Common Stock	1,438	$0	1,438	D
Stock Option (Right to Buy)(5)	$13.33							05/31/2012	05/31/2022	Common Stock	500		500	D
Stock Option (Right to Buy)(5)	$13.45							05/30/2013	05/30/2023	Common Stock	1,000		1,000	D
Stock Option (Right to Buy)(5)	$16.84							05/29/2014	05/29/2024	Common Stock	1,000		1,000	D
Stock Option (Right to Buy)(5)	$19.65							05/28/2015	05/28/2025	Common Stock	1,000		1,000	D
Stock Option (Right to Buy)(5)	$18.97							12/31/2015	12/31/2025	Common Stock	583		583	D
Stock Option (Right to Buy)(5)	$31.55							12/29/2016	12/29/2026	Common Stock	1,000		1,000	D
Stock Option (Right to Buy)(5)	$27.2							12/28/2017	12/28/2027	Common Stock	1,000		1,000	D
Stock Option (Right to Buy)(5)	$38.51							12/27/2018	12/27/2028	Common Stock	1,000		1,000	D
Stock Option (Right to Buy)(5)	$32.6							12/26/2019	12/26/2029	Common Stock	1,000		1,000	D
Stock Option (Right to Buy)(5)	$17.95							12/30/2021	12/30/2031	Common Stock	750		750	D
Class B Common Stock	(6)							(7)	(8)	Common Stock	19,250		1,993,283	I	By DG-LDJ Holdings, LLC
Class B Common Stock	(6)							(7)	(8)	Common Stock	7,465		7,465	D
Class B Common Stock	(6)							(7)	(8)	Common Stock	131,506		131,506	I	As Trustee(9)
Class B Common Stock	(6)							(7)	(8)	Common Stock	50,845		50,845	I	By Trust(10)

Explanation of Responses:

1. The Form 4 filed on December 30, 2022 incorrectly reported the awards of restricted stock and stock options on December 28, 2022. The awards did not take place until December 29, 2022. Additionally, the award values were incorrect and have been updated to reflect the correct values.

2. Restricted stock granted December 29, 2022 vests and becomes exercisable as follows: 50% after 2nd anniversary of date of grant and 100% after 4th anniversary of date of grant.

3. Shares previously held by the reporting person directly were transferred to DG-LDJ Holdings, LLC in a transaction exempt from Section 16 reporting pursuant to Rule 16a-13.

4. Includes shares acquired under a dividend reinvestment plan in exempt transactions not required to be reported pursuant to Section 16(a).

5. Granted pursuant to The Marcus Corporation 2004 Equity and Incentive Awards Plan.

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

7. This security is immediately exercisable.

8. No expiration date.

9. As trustee for brother's children.

10. 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	01/03/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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