Edgar Filing: MARCUS STEPHEN H

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 ^*

MARCUS STEPHEN H

2. Issuer Name and Ticker or Trading Symbol
MARCUS CORP [MCS]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	__X__ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
President, Chairman and CEO

(Last)

(First)

(Middle)

C/O THE MARCUS CORPORATION, 100 EAST WISCONSIN AVENUE, SUITE 1900

3. Date of Earliest Transaction (Month/Day/Year)
12/28/2004

(Street)

MILWAUKEE, WI 532024125

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	12/28/2004		C	V	23,111	A	$ 0	23,111	D
Common Stock	12/28/2004		G	V	23,111	D	$ 0	0	D
Common Stock	12/28/2004		S		96.0879	D	$ 25.79	4,163.4901	I	By 401(k) Plan ⁽¹⁾
Common Stock	12/28/2004		S		480.4397	D	$ 25.63	3,683.0504	I	By 401(k) Plan ⁽¹⁾
Common Stock	12/28/2004		S		96.0879	D	$ 25.69	3,586.9625	I	By 401(k) Plan ⁽¹⁾
Common Stock	12/28/2004		S		319.9728	D	$ 25.78	3,266.9897	I	By 401(k) Plan ⁽¹⁾
Common Stock	12/28/2004		S		480.4397	D	$ 25.61	2,786.55	I	By 401(k) Plan ⁽¹⁾
Common Stock	12/28/2004		S		672.6155	D	$ 25.75	2,113.9345	I	By 401(k) Plan ⁽¹⁾
Common Stock	12/28/2004		S		1,441.319	D	$ 25.55	672.6155	I	By 401(k) Plan ⁽¹⁾
Common Stock	12/28/2004		S		480.4396	D	$ 25.62	192.1759	I	By 401(k) Plan ⁽¹⁾
Common Stock	12/28/2004		S		192.1759	D	$ 25.55	0	I	By 401(k) Plan ⁽¹⁾
Common Stock								700	I	As co-trustee ⁽²⁾
Common Stock								21,895	I	By Marcus Family Holdings LLC
Common Stock								6,003	I	Trustee for Ida Lowe Family Trust

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

Class B Common Stock

$ 0 ⁽³⁾

12/28/2004

23,111

⁽⁴⁾

⁽⁵⁾

Common Stock

23,111

$ 0

1,251,174 ⁽⁶⁾

Class B Common Stock

$ 0 ⁽³⁾

⁽⁴⁾

⁽⁵⁾

Common Stock

8,693

8,693 ⁽⁶⁾ ⁽⁷⁾

As co-trustee ⁽⁸⁾

Class B Common Stock

$ 0 ⁽³⁾

⁽⁴⁾

⁽⁵⁾

Common Stock

12,783

12,783 ⁽⁶⁾ ⁽⁷⁾

As co-trustee ⁽²⁾

Class B Common Stock

$ 0 ⁽³⁾

⁽⁴⁾

⁽⁵⁾

Common Stock

210,078

As trustee

Class B Common Stock

$ 0 ⁽³⁾

⁽⁴⁾

⁽⁵⁾

Common Stock

2,689,812

By Marcus Fam. Hldgs LLC

Class B Common Stock

$ 0 ⁽³⁾

⁽⁴⁾

⁽⁵⁾

Common Stock

50,845

50,845 ⁽⁹⁾ ⁽¹⁰⁾

By Trust ⁽¹¹⁾

Class B Common Stock

$ 0 ⁽³⁾

⁽⁴⁾

⁽⁵⁾

Common Stock

77,560

By wife

Class B Common Stock

$ 0 ⁽³⁾

⁽⁴⁾

⁽⁵⁾

Common Stock

107,621

By wife and self as trustees

Class B Common Stock

$ 0 ⁽³⁾

⁽⁴⁾

⁽⁵⁾

Common Stock

652,179

By wife as trustee

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
MARCUS STEPHEN H C/O THE MARCUS CORPORATION 100 EAST WISCONSIN AVENUE, SUITE 1900 MILWAUKEE, WI 532024125	X	X	President, Chairman and CEO

Signatures

By: Ralph J. Gundrum, Attorney-In-Fact		12/30/2004
^**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)	Balance reflects the most current data available with regard to the reporting person's holdings in the 401(k) Plan.
(2)	As co-trustee with sister of the shares held by the Ben Marcus Life Trust.
(3)	This security is convertible into common stock on a 1-for-1 basis at no cost.
(4)	This security is immediately exercisable.
(5)	No expiration date.
(6)	Shares were previously distributed to the reporting person as a beneficiary of the trust, which transaction is exempt from Section 16 reporting pursuant to Rule 16a-13.
(7)	Distribution of shares to a beneficiary of the trust other than the reporting person, which transaction is exempt from Section 16 reporting pursuant to Rule 16a-13.
(8)	As co-trustee with sister of the shares held by the Ben Marcus and Celia Marcus 1992 Revocable Trust.
(9)	The reporting person is a beneficiary of the trust who reports these holdings pursuant to Rule 16a-8(b)(3).
(10)	Distribution of shares to this entity, which transaction is exempt from Section 16 reporting pursuant to Rule 16a-13.
(11)	By the Ben and Celia Marcus 1992 Revocable Trust F/B/O Stephen H. Marcus.

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