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*
KISSINGER THOMAS F
(Last) (First) (Middle)
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 10% Owner
X Officer (give title below) Other (specify below)
Sr Exec VP, Gen Counsel & Secy
3. Date of Earliest Transaction (Month/Day/Year)
11/04/2024
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 11/04/2024 M 20,000 A $12.71 210,534 D
Common Stock 11/04/2024 F(1) 15,949 D $21.1 194,585 D
Common Stock 547 I By Plan(2)
Common Stock 1,581(3) 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) (granted 5/8/20) $12.71 11/04/2024 M 20,000 (4) 05/08/2030 Common Stock 0 $0 0 D
Stock Option (right to buy) (granted 7/29/14) $18.34 (4) 07/29/2024 Common Stock 15,683 15,683 D
Stock Option (right to buy) (granted 7/28/15) $20.26 (4) 07/28/2025 Common Stock 19,300 19,300 D
Stock Option (right to buy) (granted 3/1/16) $18.68 (4) 03/01/2026 Common Stock 12,300 12,300 D
Stock Option (right to buy) (granted 2/28/17) $31.2 (4) 02/28/2027 Common Stock 17,000 17,000 D
Stock Option (right to buy) (granted 2/27/18) $27 (4) 02/27/2028 Common Stock 24,400 24,400 D
Stock Option (right to buy) (granted 2/26/19) $41.9 (4) 02/26/2029 Common Stock 23,400 23,400 D
Stock Option (right to buy) (granted 2/25/20) $28.88 (4) 02/25/2030 Common Stock 39,000 39,000 D
Stock Option (right to buy) (granted 3/9/21) $21.84 (4) 03/09/2031 Common Stock 47,100 47,100 D
Stock Option (right to buy) (granted 3/8/22) $17.04 (5) 02/03/2008 Common Stock 50,000 50,000 D
Stock Option (right to buy) (granted 3/7/23) $15.99 (5) 03/07/2033 Common Stock 56,600 56,600 D
Explanation of Responses:
1. Represents a net exercise of outstanding options. The reporting person received 4,051 shares of common stock on net exercise of option to purchase 20,000 shares of common stock. The Company withheld 15,949 shares of common stock underlying the option for payment of the exercise price and tax withholdings, using the closing stock price on November 4, 2024 of $21.10, pursuant to the terms of The Marcus Corporation 2004 Equity and Incentive Awards Plan.
2. By Dividend Reinvestment and Associate Stock Purchase Plan.
3. Balance reflects the most current data available with regard to the reporting person's holdings in the 401(k) Plan.
4. 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.
5. The options originally granted vest and become exercisable as follows: 50% after 2nd anniversary of the date of grant; 75% after 3rd anniversary; and 100% after 4 years.
/s/ Steven R. Barth, Attorney-in-Fact for Thomas F. Kissinger 11/06/2024
** 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).
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.
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