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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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) C/O THE MARCUS CORPORATION 100 EAST WISCONSIN AVENUE, SUITE 1900 (Street) MILWAUKEE WI 532024125 (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) Senior Vice President
	3. Date of Earliest Transaction (Month/Day/Year) 08/15/2006
	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	08/15/2006		A		7,500(1)	A	$0	25,195	D
Common Stock								75	I	As custodian(2)
Common Stock								3,304(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	$0.0000(4)							(5)	(6)	Common Stock	31,800		31,800	I	As custodian(7)
Class B Common Stock	$0.0000(4)							(5)	(6)	Common Stock	10,667		10,667	I	By spouse
Class B Common Stock	$0.0000(4)							(5)	(6)	Common Stock	196,491		196,491	D
Stock Option (right to buy) (granted 6/26/97)	$11.5725							(8)	06/26/2007	Common Stock	2,139		2,139	D
Stock Option (right to buy) (granted 6/25/98)	$11.8794							(8)	06/25/2008	Common Stock	2,139		2,139	D
Stock Option (right to buy) (granted 6/30/99)	$8.6356							(8)	06/30/2009	Common Stock	4,990		4,990	D
Stock Option (right to buy) (granted 6/28/00)	$8.0219							(8)	06/28/2010	Common Stock	21,387		21,387	D
Stock Option (right to buy) (granted 7/11/02)	$10.9062							(8)	07/11/2012	Common Stock	35,645		35,645	D
Stock Option (right to buy) (granted 9/8/03)	$10.2469							(8)	09/08/2013	Common Stock	10,693		10,693	D
Stock Option (right to buy) (granted 8/18/04)	$12.7298							(8)	08/18/2014	Common Stock	10,694		10,694	D
Stock Option (right to buy) (granted 10/6/05)	$14.0694							(8)	10/06/2015	Common Stock	14,258		14,258	D
Stock Option (right to buy) (granted 7/31/06)	$19.74							(8)	07/31/2016	Common Stock	15,000		15,000	D

Explanation of Responses:

1. Restricted stock granted August 15, 2006 vests and becomes exercisable as follows: 50% after 3rd anniversary of the date of grant and 100% after 5th anniversary of the date of grant or upon death, disability or retirement.

2. As sole custodian of these shares held by the Alexandra Marcus U/WI/UTMA.

3. Balance reflects the most current data available with regard to the reporting person's holdings in the 401(k) Plan.

4. This security is convertible into common stock on a 1-for-1 basis at no cost.

5. This security is immediately exercisable.

6. No expiration date.

7. As sole custodian of 13,900 Class B shares held by the Alexandra Marcus U/WI/UTMA, 13,900 Class B shares held by the Michael Marcus U/WI/UTMA, and 4,000 Class B shares held by the Samantha Marcus U/WI/UTMA.

8. 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.

	By: Tracy L. Haas, Attorney-In-Fact	08/17/2006
	** 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).
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