Stephen H Marcus Form 4 MARCUS / STEPHEN H 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 STEPHEN H

(Last) (First) (Middle)

THE MARCUS CORPORATION

100 EAST WISCONSIN AVENUE, 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	X	10% Owner
X	Officer (give title below)		Other (specify below)
Chairman

3. Date of Earliest Transaction (Month/Day/Year)
01/09/2020

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								21,895	I	By LLCs(1)
Common Stock								6,003	I	Trustee-I. Lowe Fam. Tr.

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
Class B Common Stock	(2)	01/09/2020		G			3,657	(3)	(4)	Common Stock	3,657	$0	76,997	I	S Marcus 1990 Rev Tr(5)
Class B Common Stock	(2)							(3)	(4)	Common Stock	1,225		1,225	I	As Trustee
Class B Common Stock	(2)							(3)	(4)	Common Stock	4,599,350		4,599,350(7)	I	By LLCs(1)
Class B Common Stock	(2)							(3)	(4)	Common Stock	50,845		50,845	I	By Trust(6)

Explanation of Responses:

1. Shares held by Matinee Fifteen Holdings, LLC and Matinee Fifteen Holdings 2 LLC. The reporting person disclaims beneficial ownership of these shares except to the extent of the reporting person's pecuniary interest in the shares.

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

3. This security is immediately exercisable.

4. No expiration date.

5. By the Stephen H. Marcus 1990 Revocable Trust.

6. By the Ben and Celia Marcus 1992 Revocable Trust F/B/O Stephen H. Marcus.

7. Shares previously held by Matinee Fifteen Holdings, LLC and Matinee Fifteen Holdings 2, LLC were transferred in a transaction exempt from Section 16 reporting pursuant to Rule 16a-13.

	/s/ Steven R. Barth, Attorney-in-Fact for Stephen H. Marcus	01/13/2020
	** 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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