Form 4 - Statement of changes in beneficial ownership of securities

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

KISSINGER THOMAS F

(Last)

(First)

(Middle)

100 EAST WISCONSIN AVENUE

SUITE 1900

(Street)

MILWAUKEE

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)
	Sr Exec VP, Gen Counsel & Secy

3. Date of Earliest Transaction (Month/Day/Year)
02/19/2024

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/19/2024		F⁽¹⁾		1,495	D	$14.62	104,813	D
Common Stock								547	I	By Plan⁽²⁾
Common Stock								1,581⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy) (granted 7/29/14)	$18.34							⁽⁴⁾	07/29/2024	Common Stock	15,683		15,683	D
Stock Option (right to buy) (granted 7/28/15)	$20.26							⁽⁴⁾	07/28/2025	Common Stock	19,300		19,300	D
Stock Option (right to buy) (granted 3/1/16)	$18.68							⁽⁴⁾	03/01/2026	Common Stock	12,300		12,300	D
Stock Option (right to buy) (granted 2/28/17)	$31.2							⁽⁴⁾	02/28/2027	Common Stock	17,000		17,000	D
Stock Option (right to buy) (granted 2/27/18)	$27							⁽⁴⁾	02/27/2028	Common Stock	24,400		24,400	D
Stock Option (right to buy) (granted 2/26/19)	$41.9							⁽⁴⁾	02/26/2029	Common Stock	23,400		23,400	D
Stock Option (right to buy) (granted 2/25/20)	$28.88							⁽⁴⁾	02/25/2030	Common Stock	39,000		39,000	D
Stock Option (right to buy) (granted 5/8/20)	$12.71							⁽⁴⁾	05/08/2030	Common Stock	20,000		20,000	D
Stock Option (right to buy) (granted 3/9/21)	$21.84							⁽⁴⁾	03/09/2031	Common Stock	47,100		47,100	D
Stock Option (right to buy) (granted 3/8/22)	$17.04							⁽⁵⁾	03/08/2032	Common Stock	50,000		50,000	D
Stock Option (right to buy) (granted 3/7/23)	$15.99							⁽⁵⁾	03/07/2033	Common Stock⁽⁴⁾	56,600		56,600	D

Explanation of Responses:

1. Shares withheld from the vesting of shares of restricted stock granted February 19, 2020 to pay resulting tax amounts owed.

2. By Dividend Reinvestment and Associate Stock Purchase Plan.

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. 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.

	/s/ Steven R. Barth, Attorney-in-Fact for Gregory S. Marcus	02/21/2024
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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