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).

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

1. Name and Address of Reporting Person^*

Gehl Katherine M.

(Last)

(First)

(Middle)

C/O GEHL FOODS

N116 W15970 MAIN STREET

(Street)

GERMANTOWN

53022

(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)
05/23/2024

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	05/23/2024		A⁽¹⁾		2,154	A	$11.6	11,369	I	By Katherine M. Gehl 2005 Trust
Common Stock								19,078	D

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⁾	$17.45							01/06/2015	01/06/2025	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
Stock Option (Right to Buy)⁽²⁾	$14.69							12/28/2023	12/28/2033	Common Stock	1,455		1,455	D

Explanation of Responses:

1. Granted by Issuer in consideration of service as a director.

2. Granted pursuant to The Marcus Corporation 2004 Equity and Incentive Awards Plan.

	/s/ Steven R. Barth, Attorney-in-Fact for Katherine M. Gehl	05/28/2024
	** 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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