Edgar Filing: RODRIGUEZ ROLANDO B

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

RODRIGUEZ ROLANDO B

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

(Last)

(First)

(Middle)

THE MARCUS CORPORATION, 100 E. WISCONSIN AVE., SUITE 1900

3. Date of Earliest Transaction (Month/Day/Year)
08/01/2018

(Street)

MILWAUKEE, WI 53202

4. If Amendment, Date 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

(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 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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/01/2018		M		3,600	A	$ 18.34	36,450	D
Common Stock	08/01/2018		M		389	A	$ 20.26	36,839	D
Common Stock	08/01/2018		F		2,261	D	$ 38.4	22,400 ⁽¹⁾	D
Common Stock								22,969 ⁽¹⁾	I	By Rodriguez Family Trust
Common Stock								587.78 ⁽²⁾	I	By 401(k) Plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (right to buy) (granted 7/29/14)

$ 18.34

08/01/2018

3,600

⁽³⁾

07/29/2024

Common Stock

3,600

$ 0

6,770

Stock Option (right to buy) (granted 7/28/15)

$ 20.26

08/01/2018

389

⁽³⁾

07/28/2025

Common Stock

389

$ 0

19,222

Stock Option (right to buy) (granted 3/1/16)

$ 18.68

⁽³⁾

03/01/2026

Common Stock

12,500

Stock Option (right to buy) (granted 2/28/17)

$ 31.2

⁽³⁾

02/28/2027

Common Stock

20,000

Stock Option (right to buy) (granted 2/27/18)

$ 27

⁽³⁾

02/27/2028

Common Stock

34,000

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
RODRIGUEZ ROLANDO B THE MARCUS CORPORATION 100 E. WISCONSIN AVE., SUITE 1900 MILWAUKEE, WI 53202			Pres. & CEO - Marcus Theatres

Signatures

/s/ Steven R. Barth, Attorney-in-Fact for Rolando B. Rodriguez		08/03/2018
^**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)	12,178 Shares previously held directly by the reporting person 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 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.

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