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*
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).
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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