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* GERSHOWITZ DIANE M (Last) (First) (Middle) THE MARCUS CORPORATION 111 E KILBOURN AVENUE, SUITE 1200 (Street) MILWAUKEE WI 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 Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 11/27/2024
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	11/27/2024		S		25,000	A	$22.2784(1)	175,617.223	I	By DG-LDJ Holdings, LLC
Common Stock								37,083	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
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							12/29/2015	12/29/2025	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
Class B Common Stock	(3)							(4)	(5)	Common Stock	25		25	D
Class B Common Stock	(3)							(4)	(5)	Common Stock	25,000		1,943,196	I	By DG-LDJ Holdings, LLC
Class B Common Stock	(3)							(4)	(5)	Common Stock	131,506		131,506	I	As Trustee(6)
Class B Common Stock	(3)							(4)	(5)	Common Stock	50,845		50,845	I	By Trust(7)

Explanation of Responses:

1. The price in Column 4 is a weighted average price. The prices actually received ranged from $22.20 to $22.38. The reporting person has provided to the issuer, and will provide to any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range for all transactions reported in this Form 4 utilizing a weighted average price.

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

3. This security is convertible into common stock on a 1-for-1 basis at no cost and Class B Common Stock is entitled to 10 votes per share and Common Stock is entitled to one vote per share.

4. This security is immediately exercisable.

5. No expiration date.

6. As trustee for brother's children.

7. By the Ben and Celia Marcus 1992 Revocable Trust F/B/O Diane M. Gershowitz.

	/s/ Steven R. Barth, Attorney-in-Fact for Diane M. Gershowitz	12/02/2024
	** 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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