Statement of Changes in Beneficial Ownership (4)
November 04 2021 - 5:26PM
Edgar (US Regulatory)
FORM 4
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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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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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1. Name and Address of Reporting Person
*
Marcus Gregory S |
2. Issuer Name and Ticker or Trading Symbol
MARCUS CORP
[
MCS
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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 |
(Last)
(First)
(Middle)
THE MARCUS CORPORATION, 100 E. WISCONSIN AVE., SUITE 1900 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
11/3/2021 |
(Street)
MILWAUKEE, WI 53202
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 11/3/2021 | | S(1) | | 1898 | D | $20.3887 (2) | 188139 | D | |
Common Stock | 11/4/2021 | | S(1) | | 24584 | D | $20.0031 (3) | 163555 | D | |
Common Stock | | | | | | | | 75 | I | As custodian (4) |
Common Stock | | | | | | | | 7209.28 (5) | I | By 401(k) Plan |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 7/31/12) | $13.12 | | | | | | | (6) | 7/31/2022 | Common Stock | 52000 | | 52000 | D | |
Stock Option (right to buy) (granted 7/30/13) | $13.04 | | | | | | | (6) | 7/30/2023 | Common Stock | 57500 | | 57500 | D | |
Stock Option (right to buy) (granted 7/29/14) | $18.34 | | | | | | | (6) | 7/29/2024 | Common Stock | 49500 | | 49500 | D | |
Stock Option (right to buy) (granted 7/28/15) | $20.26 | | | | | | | (6) | 7/28/2025 | Common Stock | 44100 | | 44100 | D | |
Stock Option (right to buy) (granted 3/1/16) | $18.68 | | | | | | | (6) | 3/1/2026 | Common Stock | 28500 | | 28500 | D | |
Stock Option (right to buy) (granted 2/28/17) | $31.20 | | | | | | | (6) | 2/28/2027 | Common Stock | 40000 | | 40000 | D | |
Stock Option (right to buy) (granted 2/27/18) | $27 | | | | | | | (7) | 2/27/2028 | Common Stock | 75000 | | 75000 | D | |
Stock Option (right to buy) (granted 2/26/19) | $41.9 | | | | | | | (7) | 2/26/2029 | Common Stock | 70200 | | 70200 | D | |
Stock Option (right to buy) (granted 2/25/20) | $28.88 | | | | | | | (7) | 2/25/2030 | Common Stock | 121000 | | 121000 | D | |
Stock Option (right to buy) (granted 5/8/20) | $12.71 | | | | | | | (7) | 5/8/2030 | Common Stock | 80000 | | 80000 | D | |
Stock Option (right to buy)(granted 3/9/21) | $21.84 | | | | | | | (7) | 3/9/2031 | Common Stock | 137300 | | 137300 | D | |
Class B Common Stock | (8) | | | | | | | (9) | (10) | Common Stock | 191056 | | 191056 | D | |
Class B Common Stock | (8) | | | | | | | (9) | (10) | Common Stock | 10786 | | 10786 | I | As custodian (11) |
Class B Common Stock | (8) | | | | | | | (9) | (10) | Common Stock | 8388 | | 8388 | I | As trustee (12) |
Class B Common Stock | (8) | | | | | | | (9) | (10) | Common Stock | 18233 | | 18233 | I | By spouse |
Explanation of Responses: |
(1) | The reported transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 11, 2021. |
(2) | The price in Column 4 is a weighted average price. The prices actually received ranged from $22.00 to $22.08. The reporting person has provided to the issuer, and will provide to any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range for all transactions reported in this Form 4 utilizing a weighted average price. |
(3) | The price in Column 4 is a weighted average price. The prices actually received ranged from $20.00 to $20.08. The reporting person has provided to the issuer, and will provide to any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range for all transactions reported in this Form 4 utilizing a weighted average price. |
(4) | As sole custodian of the Alexandra Marcus U/WI/UTMA. |
(5) | Balance reflects the most current data available with regard to the reporting person's holdings in the 401(k) Plan. |
(6) | 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. |
(7) | 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. |
(8) | This security is convertible into common stock on a 1-for-1 basis at no cost. |
(9) | This security is immediately exercisable. |
(10) | No expiration date. |
(11) | As sole custodian of the Alexandra Marcus U/WI/UTMA, the Michael Marcus U/WI/UTMA, and the Samantha Marcus U/WI/UTMA. |
(12) | As trustee of the Gabriella Marcus Trust, the Daniella Marcus Trust and the Jessica Marcus Trust. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Marcus Gregory S THE MARCUS CORPORATION 100 E. WISCONSIN AVE., SUITE 1900 MILWAUKEE, WI 53202 |
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| President and CEO |
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Signatures
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/s/ Steven R. Barth, Attorney-in-Fact for Gregory S. Marcus | | 11/4/2021 |
**Signature of Reporting Person | Date |
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