03/04/2026 | Press release | Distributed by Public on 03/04/2026 17:32
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FORM 4
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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 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) | ||
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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 | ||||||||
| Class B Common Stock | (2) | 03/02/2026 | S(1) | 33,915 | (3) | (4) | Common Stock | 33,915 | $ 0 | 1,881,677 | I | By DG-LDJ Holdings, LLC | |||
| Stock Option (right to buy)(5) | $31.55 | 12/29/2016 | 12/29/2026 | Common Stock | 1,000 | 1,000 | D | ||||||||
| Stock Option (right to buy)(5) | $27.20 | 12/28/2017 | 12/28/2027 | Common Stock | 1,000 | 1,000 | D | ||||||||
| Stock Option (right to buy)(5) | $38.51 | 12/27/2018 | 12/27/2028 | Common Stock | 1,000 | 1,000 | D | ||||||||
| Stock Option (right to buy)(5) | $32.60 | 12/26/2019 | 12/26/2029 | Common Stock | 1,000 | 1,000 | D | ||||||||
| Stock Option (right to buy)(5) | $17.95 | 12/30/2021 | 12/30/2031 | Common Stock | 750 | 750 | D | ||||||||
| Stock Option (right to buy)(5) | $14.25 | 12/29/2022 | 12/27/2032 | Common Stock | 1,438 | 1,438 | D | ||||||||
| Stock Option (right to buy(5) | $14.69 | 12/28/2023 | 12/28/2033 | Common Stock | 1,455 | 1,455 | D | ||||||||
| Class B Common Stock | (2) | (3) | (4) | Common Stock | 25 | 25 | D | ||||||||
| Class B Common Stock | (2) | (3) | (4) | Common Stock | 131,506 | 131,506 | I | As Trustee(6) | |||||||
| Class B Common Stock | (2) | (3) | (4) | Common Stock | 50,845 | 50,845 | I | By Trust(7) | |||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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GERSHOWITZ DIANE M THE MARCUS CORPORATION 111 EAST KILBOURN AVENUE, SUITE 1200 MILWAUKEE, WI 53202 |
X | X | ||
| /s/ Steven R. Barth, Attorney-in-Fact for Diane M. Gershowitz | 03/04/2026 | |
| **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) | Represents the exchange of Class B Common Stock to Gregory Marcus for Common Stock. |
| (2) | This security is convertible into common stock on a 1-for-1 basis at no cost and Class B Common Stock is entitled to 10 votes per share and Common Stock is entitled to one vote per share. |
| (3) | This security is immediately exercisable. |
| (4) | No expiration date. |
| (5) | Granted pursuant to The Marcus Corporation 2004 Equity and Incentive Awards Plan. |
| (6) | As trustee for brother's children. |
| (7) | By the Ben and Celia Marcus 1992 Revocable Trust F/B/O Diane M. Gershowitz. |