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^*

MARCUS STEPHEN H

(Last)

(First)

(Middle)

THE MARCUS CORPORATION

100 E. WIS. AVE., STE. 1900

(Street)

MILWAUKEE

53202

(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	X	10% Owner
X	Officer (give title below)		Other (specify below)
	President, Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
12/30/2008

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	12/30/2008		C		25,591	A	$0	25,941⁽¹⁾	I	S Marcus 1990 Rev Tr⁽²⁾
Common Stock	12/30/2008		G	V	25,941	D	$0	0	I	S Marcus 1990 Rev Tr⁽²⁾
Common Stock								21,895	I	By Marcus Fam. Hld. LLC
Common Stock								6,003	I	Trustee-I. Lowe Fam. Tr.

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)
Class B Common Stock	$0⁽³⁾	12/29/2008		G	V		14,684	⁽⁴⁾	⁽⁵⁾	Common Stock	14,684	$0	1,267,743⁽¹⁾	I	S Marcus 1990 Rev Tr⁽²⁾
Class B Common Stock	$0⁽³⁾	12/30/2008		C			25,591	⁽⁴⁾	⁽⁵⁾	Common Stock	25,591	$0	1,242,152	I	S Marcus 1990 Rev Tr⁽²⁾
Class B Common Stock	⁽³⁾							⁽⁴⁾	⁽⁵⁾	Common Stock	1,225		1,225	I	As trustee
Class B Common Stock	⁽³⁾							⁽⁴⁾	⁽⁵⁾	Common Stock	2,689,812		2,689,812	I	By Marcus Fam. Hld. LLC
Class B Common Stock	⁽³⁾							⁽⁴⁾	⁽⁵⁾	Common Stock	50,845		50,845	I	By Trust⁽⁶⁾

Explanation of Responses:

1. Shares previously reported by the reporting person due to the reporting person's service as co-trustee of the Ben Marcus and Celia Marcus 1992 Revocable Trust and the Ben Marcus Life Trust were transferred half to the Stephen H. Marcus 1990 Revocable Trust and half to DG-LDJ Holdings, LLC, in a transaction exempt from Section 16 reporting pursuant to Rule 16a-13.

2. By the Stephen H. Marcus 1990 Revocable Trust.

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

4. This security is immediately exercisable.

5. No expiration date.

6. By the Ben and Celia Marcus 1992 Revocable Trust F/B/O Stephen H. Marcus.

Remarks:

	Steven R. Barth, Attorney-in-Fact	01/05/2009
	** 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.