Sec Form 4 Filing - Marcus Gregory S @ MARCUS CORP - 2019-03-28

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
Marcus Gregory S
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)
President and CEO
(Last) (First) (Middle)
THE MARCUS CORPORATION, 100 E. WISCONSIN AVE., SUITE 1900
3. Date of Earliest Transaction (MM/DD/YY)
03/28/2019
(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)
Code V Amount (A) or (D) Price
Common Stock 03/28/2019 M 8,411 A $ 11.89 181,227 D
Common Stock 03/28/2019 F 3,503 D $ 40.24 177,724 D
Common Stock 75 I As custodian ( 1 )
Common Stock 7,515.62 ( 2 ) 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 (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) (granted 7/28/09) $ 13.34 ( 3 ) 07/28/2019 Common Stock 12,496 12,496 D
Stock Option (right to buy) (granted 7/27/10) $ 11.89 03/28/2019 M 8,411 ( 3 ) 07/27/2020 Common Stock 8,411 $ 0 5,000 D
Stock Option (right to buy) (granted 7/26/11) $ 10 ( 3 ) 07/26/2021 Common Stock 60,000 60,000 D
Stock Option (right to buy) (granted 7/31/12) $ 13.12 ( 3 ) 07/31/2022 Common Stock 52,000 52,000 D
Stock Option (right to buy) (granted 7/30/13) $ 13.04 ( 3 ) 07/30/2023 Common Stock 57,500 57,500 D
Stock Option (right to buy) (granted 7/29/14) $ 18.34 ( 3 ) 07/29/2024 Common Stock 49,500 49,500 D
Stock Option (right to buy) (granted 7/28/15) $ 20.26 ( 3 ) 07/28/2025 Common Stock 44,100 44,100 D
Stock Option (right to buy) (granted 3/1/16) $ 18.68 ( 3 ) 03/01/2026 Common Stock 28,500 28,500 D
Stock Option (right to buy) (granted 2/28/17) $ 31.2 ( 3 ) 02/28/2027 Common Stock 40,000 40,000 D
Stock Option (right to buy) (granted 2/27/18) $ 27 ( 4 ) 02/27/2028 Common Stock 75,000 75,000 D
Stock Option (right to buy) (granted 2/26/19) $ 41.9 ( 4 ) 02/26/2029 Common Stock 70,200 70,200 D
Class B Common Stock ( 5 ) ( 6 ) ( 7 ) Common Stock 191,056 191,056 D
Class B Common Stock ( 5 ) ( 6 ) ( 7 ) Common Stock 10,786 10,786 I As custodian ( 8 )
Class B Common Stock ( 5 ) ( 6 ) ( 7 ) Common Stock 8,388 8,388 I As trustee ( 9 )
Class B Common Stock ( 5 ) ( 6 ) ( 7 ) Common Stock 18,233 18,233 I By spouse
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Marcus Gregory S
THE MARCUS CORPORATION
100 E. WISCONSIN AVE., SUITE 1900
MILWAUKEE, WI53202
President and CEO
Signatures
/s/ Steven R. Barth, Attorney-in-Fact for Gregory S. Marcus 04/01/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )As sole custodian of the Alexandra Marcus U/WI/UTMA.
( 2 )Balance reflects the most current data available with regard to the reporting person's holdings in the 401(k) Plan.
( 3 )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.
( 4 )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.
( 5 )This security is convertible into common stock on a 1-for-1 basis at no cost.
( 6 )This security is immediately exercisable.
( 7 )No expiration date.
( 8 )As sole custodian of the Alexandra Marcus U/WI/UTMA, the Michael Marcus U/WI/UTMA, and the Samantha Marcus U/WI/UTMA.
( 9 )As trustee of the Gabriella Marcus Trust, the Daniella Marcus Trust and the Jessica Marcus Trust.

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).
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