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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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| 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 1474 (9-02) | ||
| 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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (right to buy) (granted 6/30/99) | $ 12.3125 | 02/24/2006 | D(4) | 5,000 | (5) | 06/30/2009 | Common Stock | 5,000 | (4) | 0 | D | ||||
| Stock Option (right to buy) (granted 6/30/99) | $ 8.6356 | 02/24/2006 | A(4) | 7,129 | (5) | 06/30/2009 | Common Stock | 7,129 | (4) | 7,129 | D | ||||
| Stock Option (right to buy) (granted 6/28/00) | $ 11.4375 | 02/24/2006 | D(4) | 15,000 | (5) | 06/28/2010 | Common Stock | 15,000 | (4) | 0 | D | ||||
| Stock Option (right to buy) (granted 6/28/00) | $ 8.0219 | 02/24/2006 | A(4) | 21,387 | (5) | 06/28/2010 | Common Stock | 21,387 | (4) | 21,387 | D | ||||
| Stock Option (right to buy) (granted 7/12/01) | $ 14.05 | 02/24/2006 | D(4) | 15,000 | (5) | 07/12/2011 | Common Stock | 15,000 | (4) | 0 | D | ||||
| Stock Option (right to buy) (granted 7/12/01) | $ 9.8542 | 02/24/2006 | A(4) | 21,387 | (5) | 07/12/2011 | Common Stock | 21,387 | (4) | 21,387 | D | ||||
| Stock Option (right to buy) (granted 7/11/02) | $ 15.55 | 02/24/2006 | D(4) | 10,000 | (5) | 07/11/2012 | Common Stock | 10,000 | (4) | 0 | D | ||||
| Stock Option (right to buy) (granted 7/11/02) | $ 10.9062 | 02/24/2006 | A(4) | 14,258 | (5) | 07/11/2012 | Common Stock | 14,258 | (4) | 14,258 | D | ||||
| Stock Option (right to buy) (granted 9/8/03) | $ 14.61 | 02/24/2006 | D(4) | 7,500 | (5) | 09/08/2013 | Common Stock | 7,500 | (4) | 0 | D | ||||
| Stock Option (right to buy) (granted 9/8/03) | $ 10.2469 | 02/24/2006 | A(4) | 10,693 | (5) | 09/08/2013 | Common Stock | 10,693 | (4) | 10,693 | D | ||||
| Stock Option (right to buy) (granted 8/18/04) | $ 18.15 | 02/24/2006 | D(4) | 7,500 | (5) | 08/18/2014 | Common Stock | 7,500 | (4) | 0 | D | ||||
| Stock Option (right to buy) (granted 8/18/04) | $ 12.7298 | 02/24/2006 | A(4) | 10,693 | (5) | 08/18/2014 | Common Stock | 10,693 | (4) | 10,693 | D | ||||
| Stock Option (right to buy) (granted 10/6/05) | $ 20.06 | 02/24/2006 | D(4) | 10,000 | (6) | 10/06/2015 | Common Stock | 10,000 | (4) | 0 | D | ||||
| Stock Option (right to buy) (granted 10/6/05) | $ 14.0694 | 02/24/2006 | A(4) | 14,258 | (6) | 10/06/2015 | Common Stock | 14,258 | (4) | 14,258 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| KISSINGER THOMAS F C/O THE MARCUS CORPORATION 100 EAST WISCONSIN AVENUE, SUITE 1900 MILWAUKEE, WI 532024125 |
VP, General Counsel and Secy | |||
| By: Steven R. Barth, Attorney-In-Fact | 02/28/2006 | |
| **Signature of Reporting Person | Date |
| * | 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) | Balance reflects the most current data available with regard to the reporting person's holdings in the 401(k) Plan. |
| (2) | Balance reflects the reporting person's holdings in The Marcus Corporation Dividend Reinvestment and Associate Stock Purchase Plan as of February 24, 2006. |
| (3) | By Dividend Reinvestment and Associate Stock Purchase Plan. |
| (4) | Involves an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. In connection with a special cash distribution paid to shareholders, the number of shares purchasable pursuant to the option and the exercise price payable upon exercise of the option were adjusted to reflect the effects of the cash distribution. |
| (5) | 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. |
| (6) | The options vest and become exercisable as follows: 20% after 1st anniversary of the date of grant, 40% after 2nd anniversary; 60% after 3rd anniversary; 80% after 4th anniversary; and 100% after 5 years. |