Gregory S. Marcus - Jul 25, 2023 Form 4/A Insider Report for MARCUS CORP (MCS)

Role
President and CEO, Director
Signature
/s/ Steven R. Barth, Attorney-in-Fact for Gregory S. Marcus
Stock symbol
MCS
Transactions as of
Jul 25, 2023
Transactions value $
-$51,050
Form type
4/A
Date filed
2/5/2024, 05:17 PM
Date Of Original Report
Jul 28, 2023
Previous filing
Mar 3, 2023
Next filing
Feb 21, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction MCS Common Stock Options Exercise $750K +57.5K +30.13% $13.04 248K Jul 25, 2023 Direct
transaction MCS Common Stock Tax liability -$801K -53.4K -21.5% $15.00 195K Jul 25, 2023 Direct F1, F2
holding MCS Common Stock 75 Jul 25, 2023 As custodian F3
holding MCS Common Stock 7.27K Jul 25, 2023 By 401(k) Plan F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction MCS Stock Option (right to buy) (granted 7/30/13) Options Exercise $0 -57.5K -100% $0.00* 0 Jul 25, 2023 Common Stock 57.5K $13.04 Direct F5
holding MCS Stock Option (right to buy) (granted 7/29/14) 49.5K Jul 25, 2023 Common Stock 49.5K $18.34 Direct F5
holding MCS Stock Option (right to buy) (granted 7/28/15) 44.1K Jul 25, 2023 Common Stock 44.1K $20.26 Direct F5
holding MCS Stock Option (right to buy) (granted 3/1/16) 28.5K Jul 25, 2023 Common Stock 28.5K $18.68 Direct F5
holding MCS Stock Option (right to buy) (granted 2/28/17) 40K Jul 25, 2023 Common Stock 40K $31.20 Direct F5
holding MCS Stock Option (right to buy) (granted 2/27/18) 75K Jul 25, 2023 Common Stock 75K $27.00 Direct F6
holding MCS Stock Option (right to buy) (granted 2/26/19) 70.2K Jul 25, 2023 Common Stock 70.2K $41.90 Direct F6
holding MCS Stock Option (right to buy) (granted 2/25/20) 121K Jul 25, 2023 Common Stock 121K $28.88 Direct F6
holding MCS Stock Option (right to buy) (granted 5/8/20) 80K Jul 25, 2023 Common Stock 80K $12.71 Direct F6
holding MCS Stock Option (right to buy)(granted 3/9/21) 137K Jul 25, 2023 Common Stock 137K $21.84 Direct F6
holding MCS Stock Option (right to buy) (granted 3/8/22) 152K Jul 25, 2023 Common Stock 152K $17.04 Direct F6
holding MCS Stock Option (right to buy)(granted 3/7/23) 172K Jul 25, 2023 Common Stock 172K $15.99 Direct F6
holding MCS Class B Common Stock 191K Jul 25, 2023 Common Stock 191K Direct F7, F8, F9
holding MCS Class B Common Stock 10.8K Jul 25, 2023 Common Stock 10.8K As custodian F7, F8, F9, F10
holding MCS Class B Common Stock 8.39K Jul 25, 2023 Common Stock 8.39K As trustee F7, F8, F9, F11
holding MCS Class B Common Stock 18.2K Jul 25, 2023 Common Stock 18.2K By spouse F7, F8, F9
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents a net exercise of outstanding options. The reporting person received 4,110 shares of common stock on net exercise of option to purchase 57,500 shares of common stock. The Company withheld 53,390 shares of common stock underlying the option for payment of the exercise price and tax withholdings, using the closing stock price on July 25, 2023 of $15.00, pursuant to the terms of The Marcus Corporation 2004 Equity and Incentive Awards Plan.
F2 The Form 4 filed on July 28, 2023, reported incorrectly the total number of securities owned directly by the reporting person following the reported transaction. As a result of this error, the total amount of securities beneficially owned as reported in Table I - Line 2 shows 49,280 more shares than actually owned by the reporting person. As of the date of this filing, the reporting person owns 194,978 shares directly.
F3 As sole custodian of the Alexandra Marcus U/WI/UTMA.
F4 Balance reflects the most current data available with regard to the reporting person's holdings in the 401(k) Plan.
F5 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.
F6 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.
F7 This security is convertible into common stock on a 1-for-1 basis at no cost.
F8 This security is immediately exercisable.
F9 No expiration date.
F10 As sole custodian of the Alexandra Marcus U/WI/UTMA, the Michael Marcus U/WI/UTMA, and the Samantha Marcus U/WI/UTMA.
F11 As trustee of the Gabriella Marcus Trust, the Daniella Marcus Trust and the Jessica Marcus Trust.