Sec Form 4 Filing - MILSTEIN PHILIP L @ MARCUS CORP - 2016-05-10

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
MILSTEIN PHILIP L
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)
OGDEN CAP PROPERTIES, LLC, 545 MADISON AVENUE, 6TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
05/10/2016
(Street)
NEW YORK, NY10022-4219
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)
Code V Amount (A) or (D) Price
Common Stock 79,274 D
Common Stock 124,111 I As co-trustee for SVM Foundation ( 1 )
Common Stock 5,625 I As trustee for A. B. Elbaum ( 1 )
Common Stock 05/10/2016 S 33,500 D $ 20.1539 ( 3 ) 4,000 I As trustee for PLM Foundation
Common Stock 8,100 I By children ( 1 )
Common Stock 2,000 I By spouse ( 1 )
Class B Common Stock 62,055 I As partner of Northmon
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) ( 2 ) $ 17.73 05/25/2006 05/25/2016 Common Stock 500 500 D
Stock Option (Right to Buy) ( 2 ) $ 23.37 05/31/2007 05/31/2017 Common Stock 500 500 D
Stock Option (Right to Buy) ( 2 ) $ 17.17 05/29/2008 05/29/2018 Common Stock 500 500 D
Stock Option (Right to Buy) ( 2 ) $ 10.78 05/28/2009 05/28/2019 Common Stock 500 500 D
Stock Option (Right to Buy) ( 2 ) $ 11.14 05/27/2010 05/27/2020 Common Stock 500 500 D
Stock Option (Right to Buy) ( 2 ) $ 10.5 05/26/2011 05/26/2021 Common Stock 500 500 D
Stock Option (Right to Buy) ( 2 ) $ 13.33 05/31/2012 05/31/2022 Common Stock 500 500 D
Stock Option (Right to Buy) ( 2 ) $ 13.45 05/30/2013 05/30/2023 Common Stock 1,000 1,000 D
Stock Option (Right to Buy) ( 2 ) $ 16.84 05/29/2014 05/29/2024 Common Stock 1,000 1,000 D
Stock Option (Right to Buy) ( 2 ) $ 19.65 05/28/2015 05/28/2025 Common Stock 1,000 1,000 D
Stock Option (Right to Buy) $ 18.97 12/31/2015 12/31/2025 Common Stock 583 583 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MILSTEIN PHILIP L
OGDEN CAP PROPERTIES, LLC
545 MADISON AVENUE, 6TH FLOOR
NEW YORK, NY10022-4219
X
Signatures
/s/ Steven R. Barth, Attorney-in-Fact for Philip L. Milstein 05/12/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The undersigned disclaims any beneficial interest in shares owned by his wife, children, held by him as trustee for Ms. Abby Black Elbaum, held by him as trustee for PLM Foundation, or held by him as co-trustee for SVM Foundation.
( 2 )Granted pursuant to The Marcus Corporation 2004 Equity and Incentive Awards Plan.
( 3 )The price in Column 4 is a weighted average price. The prices actually received ranged from $20.11 to $20.2617. 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.

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