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).
1. Name and Address of Reporting Person*
RODRIGUEZ ROLANDO B

(Last) (First) (Middle)
THE MARCUS CORPORATION
100 E. WISCONSIN AVE., SUITE 1900

(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
Pres. & CEO - Marcus Theatres
3. Date of Earliest Transaction (Month/Day/Year)
08/19/2019
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 08/19/2019 M 3,600 A $18.34 44,950 D
Common Stock 08/19/2019 M 1,676 A $20.26 46,626 D
Common Stock 08/19/2019 F 3,489 D $35.35 41,350(1) D
Common Stock 11,597(1) I By Rodriguez Living Trust
Common Stock 733.29(2) 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 7/29/14) $18.34 08/19/2019 M 3,600 (3) 07/29/2024 Common Stock 3,600 $0 3,170 D
Stock Option (right to buy) (granted 7/28/15) $20.26 08/19/2019 M 1,676 (3) 07/28/2025 Common Stock 1,676 $0 17,546 D
Stock Option (right to buy) (granted 3/1/16) $18.68 (3) 03/01/2026 Common Stock 12,500 12,500 D
Stock Option (right to buy) (granted 2/28/17) $31.2 (3) 02/28/2027 Common Stock 20,000 20,000 D
Stock Option (right to buy) (granted 2/27/18) $27 (4) 02/27/2028 Common Stock 34,000 34,000 D
Stock Option (right to buy) (granted 2/26/19) $41.9 (4) 02/26/2029 Common Stock 29,500 29,500 D
Explanation of Responses:
1. Shares previously held by the reporting person directly were transferred into the Rodriguez Living Trust in a transaction exempt from Section 16 reporting pursuant to Rule 16a-13.
2. Balance reflects the most current data available with regard to the reporting person's holdings in the 401(k) Plan.
3. 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.
4. 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 Rolando B. Rodriguez 08/20/2019
** 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.