Sec Form 4 Filing - OLSON BRUCE J @ MARCUS CORP

Insider filing report for Changes in Beneficial Ownership

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FORM 4

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
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person

OLSON BRUCE J

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)

(Last)

(First)

(Middle)

THE MARCUS CORPORATION, 100 E. WISCONSIN AVE., SUITE 1900

3. Date of Earliest Transaction (MM/DD/YY)
03/24/2014

(Street)

MILWAUKEE, WI53202

4. If Amendment, Date Original Filed (MM/DD/YY)

6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

**Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned**
1.Title of Security (Instr. 3)	2. Transaction Date (MM/DD/YY)	2A. Deemed Execution Date, if any (MM/DD/YY)	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 (MM/DD/YY)	2A. Deemed Execution Date, if any (MM/DD/YY)	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	03/24/2014		M		6,105	A	$ 14.0694	27,254	D
Common Stock	03/24/2014		M		25,000	A	$ 15.59	52,254	D
Common Stock	03/24/2014		M		9,872	A	$ 13.34	62,126	D
Common Stock	03/24/2014		S		40,977	D	$ 15.8664 ^{( 1 )}	21,149	D
Common Stock	03/25/2014		M		14,258	A	$ 12.7298	35,407	D
Common Stock	03/25/2014		M		8,153	A	$ 14.0694	43,560	D
Common Stock	03/25/2014		M		20,128	A	$ 13.34	63,688	D
Common Stock	03/25/2014		M		7,680	A	$ 11.89	71,368	D
Common Stock	03/25/2014		M		8,866	A	$ 10	80,234	D
Common Stock	03/25/2014		M		27,000	A	$ 13.12	107,234	D
Common Stock	03/25/2014		S		86,085	D	$ 15.6673 ^{( 2 )}	21,149	D
Common Stock								1,350	I	As trustee ^{( 3 )}

**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 (MM/DD/YY)	3A. Deemed Execution Date, if any (MM/DD/YY)	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 (MM/DD/YY)		7. Title and Amount of Underlying Securities (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)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (MM/DD/YY)	3A. Deemed Execution Date, if any (MM/DD/YY)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy) (granted 8/18/04)	$ 12.7298	03/25/2014		M			14,258	^{( 4 )}	03/28/2014^{( 4 )}	Common Stock	14,258	$ 0	0	D
Stock Option (right to buy) (granted 10/6/05)	$ 14.0694	03/24/2014		M			6,105	^{( 4 )}	03/28/2014^{( 4 )}	Common Stock	6,105	$ 0	8,153	D
Stock Option (right to buy) (granted 10/6/05)	$ 14.0694	03/25/2014		M			8,153	^{( 4 )}	03/28/2014^{( 4 )}	Common Stock	8,153	$ 0	0	D
Stock Option (right to buy) (granted 7/31/06)	$ 19.74							^{( 4 )}	03/28/2014^{( 4 )}	Common Stock	15,000		15,000	D
Stock Option (right to buy) (granted 8/2/07)	$ 20.4							^{( 4 )}	03/28/2014^{( 4 )}	Common Stock	15,000		15,000	D
Stock Option (right to buy) (granted 7/29/08)	$ 15.59	03/24/2014		M			25,000	^{( 4 )}	03/28/2014^{( 4 )}	Common Stock	25,000	$ 0	0	D
Stock Option (right to buy) (granted 7/28/09)	$ 13.34	03/24/2014		M			9,872	^{( 4 )}	03/28/2014^{( 4 )}	Common Stock	9,872	$ 0	20,128	D
Stock Option (right to buy) (granted 7/28/09)	$ 13.34	03/25/2014		M			20,128	^{( 4 )}	03/28/2014^{( 4 )}	Common Stock	20,128	$ 0	0	D
Stock Option (right to buy) (granted 7/27/10)	$ 11.89	03/25/2014		M			7,680	^{( 4 )}	03/28/2014^{( 4 )}	Common Stock	7,680	$ 0	0	D
Stock Option (right to buy) (granted 7/26/11)	$ 10	03/25/2014		M			8,866	^{( 4 )}	03/28/2014^{( 4 )}	Common Stock	8,866	$ 0	0	D
Stock Option (right to buy) (granted 7/31/12)	$ 13.12	03/25/2014		M			27,000	^{( 4 )}	03/28/2014^{( 4 )}	Common Stock	27,000	$ 0	0	D

**Reporting Owners**
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
OLSON BRUCE J THE MARCUS CORPORATION 100 E. WISCONSIN AVE., SUITE 1900 MILWAUKEE, WI53202	X

**Signatures**
/s/ Steven R. Barth, Attorney-in-Fact for Bruce J. Olson		03/26/2014
Signature of Reporting Person		Date

Explanation of Responses:

( 1 )The price in Column 4 is a weighted average price. The prices actually received ranged from $15.75 to $15.96. 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.
( 2 )The price in Column 4 is a weighted average price. The prices actually received ranged from $15.61 to $15.78. 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 )As trustee of the Bruce Olson Family Trust.
( 4 )The options originally granted vested and became 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, subject to adjustment in certain circumstances. As a result of the reporting person's retirement as an officer of the Issuer, all options became immediately exercisable and expire on March 28, 2014.

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.

Sec Form 4 Filing - OLSON BRUCE J @ MARCUS CORP - 2014-03-24