SEC FORM 4

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

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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^*

MILSTEIN PHILIP L

(Last)

(First)

(Middle)

OGDEN CAP PROPERTIES, LLC

545 MADISON AVENUE, 6TH FLOOR

(Street)

NEW YORK

10022-4219

(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
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/11/2023

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

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	05/11/2023		M		1,000	A	$13.45	62,313	D
Common Stock								10,244	I	As trustee for PLM Foundation⁽¹⁾
Common Stock								124,111	I	As co-trustee for SVM Foundation⁽¹⁾
Common Stock								8,100	I	By children⁽¹⁾
Common Stock								2,000	I	By spouse⁽¹⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)⁽²⁾	$13.45	05/11/2023		M			1,000	05/30/2013	05/30/2023	Common Stock	1,000	$0	0	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)⁽²⁾	$18.97							12/31/2015	12/31/2025	Common Stock	583		583	D
Stock Option (Right to Buy)⁽²⁾	$31.55							12/29/2016	12/29/2026	Common Stock	1,000		1,000	D
Stock Option (Right to Buy)⁽²⁾	$27.2							12/28/2017	12/28/2027	Common Stock	1,000		1,000	D
Stock Option (Right to Buy)⁽²⁾	$38.51							12/27/2018	12/27/2028	Common Stock	1,000		1,000	D
Stock Option (Right to Buy)⁽²⁾	$32.6							12/26/2019	12/26/2029	Common Stock	1,000		1,000	D
Stock Option (Right to Buy)⁽²⁾	$17.95							12/30/2021	12/30/2031	Common Stock	750		750	D
Stock Option (Right to Buy)⁽²⁾	$14.25							12/29/2022	12/29/2032	Common Stock	1,438		1,438	D

Explanation of Responses:

1. The undersigned disclaims any beneficial interest in shares owned by his wife, children, 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.

	/s/ Steven R. Barth, Attorney-in-Fact for Philip L. Milstein	05/15/2023
	** 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.
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