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Form 4 MARCUS CORP For: Feb 22 Filed by: Marcus Gregory S

February 26, 2024 6:13 PM EST
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)
02/22/2024
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)
Code V Amount (A) or (D) Price
Common Stock 02/22/2024   A   90,200 (1) A $ 0 281,197 D  
Common Stock 02/22/2024   A   192,300 (2) A $ 0 473,497 D  
Common Stock 02/23/2024   F   7,898 (3) D $ 14.69 465,599 D  
Common Stock               75 I As custodian (4)
Common Stock               7,384 (5) 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 7/29/14) $ 18.34               (6) 07/29/2024 Common Stock 49,500   49,500 D  
Stock Option (right to buy) (granted 7/28/15) $ 20.26               (6) 07/28/2025 Common Stock 44,100   44,100 D  
Stock Option (right to buy) (granted 3/1/16) $ 18.68               (6) 03/01/2026 Common Stock 28,500   28,500 D  
Stock Option (right to buy) (granted 2/28/17) $ 31.20               (6) 02/28/2027 Common Stock 40,000   40,000 D  
Stock Option (right to buy) (granted 2/27/18) $ 27               (7) 02/27/2028 Common Stock 75,000   75,000 D  
Stock Option (right to buy) (granted 2/26/19) $ 41.90               (7) 02/26/2029 Common Stock 70,200   70,200 D  
Stock Option (right to buy) (granted 2/25/20) $ 28.88               (7) 02/25/2030 Common Stock 121,000   121,000 D  
Stock Option (right to buy) (granted 5/8/20) $ 12.71               (7) 05/08/2030 Common Stock 80,000   80,000 D  
Stock Option (right to buy)(granted 3/9/21) $ 21.84               (7) 03/09/2031 Common Stock 137,300   137,300 D  
Stock Option (right to buy) (granted 3/8/22) $ 17.04               (7) 03/08/2032 Common Stock 152,000   152,000 D  
Stock Option (right to buy)(granted 3/7/23) $ 15.99               (7) 03/07/2033 Common Stock 172,300   172,300 D  
Class B Common Stock (8)               (9)   (10) Common Stock 191,056   191,056 D  
Class B Common Stock (8)               (9)   (10) Common Stock 10,786   10,786 I As custodian (11)
Class B Common Stock (8)               (9)   (10) Common Stock 8,388   8,388 I As trustee (12)
Class B Common Stock (8)               (9)   (10) Common Stock 18,233   18,233 I By spouse
Explanation of Responses:
1. Restricted stock granted February 22, 2024 vests and becomes exercisable as follows: 50% after 2nd anniversary of date of grant and 100% after 3rd anniversary of date of grant.
2. Restricted stock granted February 22, 2024 vests and becomes exercisable as follows: 100% after 4th anniversary of date of grant.
3. Shares withheld from the vesting of shares of restricted stock granted February 23, 2022 to pay resulting tax amounts owed.
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.
/s/ Steven R. Barth, Attorney-in-Fact for Gregory S. Marcus 02/26/2024
** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.


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