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

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^*

OTTO WILLIAM J

(Last)

(First)

(Middle)

C/O THE MARCUS CORPORATION

100 EAST WISCONSIN AVENUE, SUITE 1900

(Street)

MILWAUKEE

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)
	Pres. & COO/Marcus Hotels, Inc

3. Date of Earliest Transaction (Month/Day/Year)
02/24/2006

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)
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								15,661	D
Common Stock								1,484⁽¹⁾	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)
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) (granted 6/26/96)	$16.75	02/24/2006		D⁽²⁾			4,500	⁽³⁾	06/26/2006	Common Stock	4,500	⁽²⁾	0	D
Stock Option (right to buy) (granted 6/26/96)	$11.7479	02/24/2006		A⁽²⁾		6,416		⁽³⁾	06/26/2006	Common Stock	6,416	⁽²⁾	6,416	D
Stock Option (right to buy) (6/26/97)	$16.5	02/24/2006		D⁽²⁾			4,500	⁽³⁾	06/26/2007	Common Stock	4,500	⁽²⁾	0	D
Stock Option (right to buy) (granted 6/26/97)	$11.5725	02/24/2006		A⁽²⁾		6,416		⁽³⁾	06/26/2007	Common Stock	6,416	⁽²⁾	6,416	D
Stock Option (right to buy) (granted 6/25/98)	$16.9375	02/24/2006		D⁽²⁾			4,500	⁽³⁾	06/25/2008	Common Stock	4,500	⁽²⁾	0	D
Stock Option (right to buy) (granted 6/25/98)	$11.8794	02/24/2006		A⁽²⁾		6,416		⁽³⁾	06/25/2008	Common Stock	6,416	⁽²⁾	6,416	D
Stock Option (right to buy) (granted 7/12/01)	$14.05	02/24/2006		D⁽²⁾			3,000	⁽³⁾	07/12/2011	Common Stock	3,000	⁽²⁾	0	D
Stock Option (right to buy) (granted 7/12/01)	$9.8542	02/24/2006		A⁽²⁾		4,277		⁽³⁾	07/12/2011	Common Stock	4,277	⁽²⁾	4,277	D
Stock Option (right to buy) (granted 7/11/02)	$15.55	02/24/2006		D⁽²⁾			20,000	⁽³⁾	07/11/2012	Common Stock	20,000	⁽²⁾	0	D
Stock Option (right to buy) (granted 7/11/02)	$10.9062	02/24/2006		A⁽²⁾		28,516		⁽³⁾	07/11/2012	Common Stock	28,516	⁽²⁾	28,516	D
Stock Option (right to buy) (granted 9/8/03)	$14.61	02/24/2006		D⁽²⁾			10,000	⁽³⁾	09/08/2013	Common Stock	10,000	⁽²⁾	0	D
Stock Option (right to buy) (granted 9/8/03)	$10.2469	02/24/2006		A⁽²⁾		14,258		⁽³⁾	09/08/2013	Common Stock	14,258	⁽²⁾	14,258	D
Stock Option (right to buy) (granted 8/18/04)	$18.15	02/24/2006		D⁽²⁾			10,000	⁽³⁾	08/18/2014	Common Stock	10,000	⁽²⁾	0	D
Stock Option (right to buy) (granted 8/18/04)	$12.7298	02/24/2006		A⁽²⁾		14,258		⁽³⁾	08/18/2014	Common Stock	14,258	⁽²⁾	14,258	D
Stock Option (right to buy) (granted 10/6/05)	$20.06	02/24/2006		D⁽²⁾			10,000	⁽⁴⁾	10/06/2015	Common Stock	10,000	⁽²⁾	0	D
Stock Option (right to buy) (granted 10/6/05)	$14.0694	02/24/2006		A⁽²⁾		14,258		⁽⁴⁾	10/06/2015	Common Stock	14,258	⁽²⁾	14,258	D

Explanation of Responses:

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

2. Involves an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. In connection with a special cash distribution paid to shareholders, the number of shares purchasable pursuant to the option and the exercise price payable upon exercise of the option were adjusted to reflect the effects of the cash distribution.

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 vest and become exercisable as follows: 20% after 1st anniversary of the date of grant, 40% after 2nd anniversary; 60% after 3rd anniversary; 80% after 4th anniversary; and 100% after 5 years.

	By: Steven R. Barth, Attorney-In-Fact	02/28/2006
	** 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).
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.