Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
MILSTEIN PHILIP L
 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
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)

OGDEN CAP PROPERTIES, LLC, 390 PARK AVE., SUITE 600		 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
05/30/2013
(Street)


NEW YORK, NY 10022		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Reporting
(check applicable line)

_X_ Form Filed by One Reporting Person
___ Form Filed by More than One Reporting Person
(City)
(State)
(Zip)
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 at end of Issuer's Fiscal Year
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Common Stock 09/07/2012   G 31,705 A $ 0 38,643 (1) D  
Common Stock             124,111 I As co-trustee for SVM Foundation (2)
Common Stock             5,625 I As trustee for A. B. Elbaum (2)
Common Stock             57,500 I As trustee for PLM Foundation (2)
Common Stock             8,100 I By children (2)
Common Stock             2,000 I By spouse (2)
Class B Common Stock             62,055 I As partner of Northmon

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. 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 control number. SEC 2270 (9-02)

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 Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) (3) $ 11.2709           05/27/2004 05/27/2014 Common Stock
713
  713
D
 
Stock Option (Right to Buy) (4) $ 15.6966           05/26/2005 05/26/2015 Common Stock
713
  713
D
 
Stock Option (Right to Buy) (4) $ 17.73           05/25/2006 05/25/2016 Common Stock
500
  500
D
 
Stock Option (Right to Buy) (4) $ 23.37           05/31/2007 05/31/2017 Common Stock
500
  500
D
 
Stock Option (Right to Buy) (4) $ 17.17           05/29/2008 05/29/2018 Common Stock
500
  500
D
 
Stock Option (Right to Buy) (4) $ 10.78           05/28/2009 05/28/2019 Common Stock
500
  500
D
 
Stock Option (Right to Buy) (4) $ 11.14           05/27/2010 05/27/2020 Common Stock
500
  500
D
 
Stock Option (Right to Buy) (4) $ 10.5           05/26/2011 05/26/2021 Common Stock
500
  500
D
 
Stock Option (Right to Buy) (4) $ 13.33           05/31/2012 05/31/2022 Common Stock
500
  500
D
 
Stock Option (Right to Buy) (4) $ 13.45           05/30/2013 05/30/2023 Common Stock
1,000
  1,000
D
 

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MILSTEIN PHILIP L
OGDEN CAP PROPERTIES, LLC
390 PARK AVE., SUITE 600
NEW YORK, NY 10022		   X      

Signatures

/s/ Steven R. Barth, Attorney-in-Fact for Philip L. Milstein 07/01/2013
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Does not include 27,616 shares of Common Stock and 39,601 shares of Class B Common Stock gifted to and currently held in a grantor retained annuity trust.
(2) The undersigned disclaims any beneficial interest in shares owned by his wife, children, held by him as trustee for Ms. Abby Black Elbaum, held by him as trustee for PLM Foundation, or held by him as co-trustee for SVM Foundation.
(3) Granted pursuant to The Marcus Corporation 1994 Nonemployee Director Stock Option Plan.
(4) Granted pursuant to The Marcus Corporation 2004 Equity and Incentive Awards Plan.

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