GERSHOWITZ DIANE M 4/A
4/A · MARCUS CORP · Filed May 27, 2026
Research Summary
AI-generated summary of this filing
Marcus Corp (MCS) Director Diane M. Gershowitz Receives Award
What Happened
Diane M. Gershowitz, a director and reported 10% owner, was granted 1,391 shares (Class B) of The Marcus Corporation on 2026-05-21 at a reported per-share value of $17.97, totaling $24,996. The grant was made as compensation for her service as a director under The Marcus Corporation 2004 Equity and Incentive Awards Plan. This was an award/grant (code A) — not an open-market purchase or sale.
Key Details
- Transaction date: 2026-05-21; Price/value per share reported: $17.97; Total value: $24,996.
- Filing: Amended Form 4 filed 2026-05-27 to correct previously reported underlying securities (reported in dollars previously; now reported in shares).
- Security specifics: Class B Common Stock convertible into Common Stock 1-for-1 at no cost (Class B carries 10 votes per share vs. 1 vote for Common). The security is immediately exercisable and has no expiration (per footnotes).
- Grant authority: Issued by the company pursuant to the 2004 Equity and Incentive Awards Plan and granted in consideration of director service.
- Ownership reporting: The filing identifies Gershowitz as a 10% owner; the filing excerpt provided does not state total shares owned after the transaction.
- Trust/trustee notes: Some holdings are reported in connection with a revocable trust and as trustee for brother’s children (per footnotes).
Context
This was a director compensation award, which is routine for board service and not the same as a director buying or selling shares in the market. Because the shares are Class B and convertible 1-for-1, the grant increases her voting stake (Class B = 10 votes per share) while conversion preserves one-for-one economic exposure to common shares. The filing was amended shortly after the transaction to correct how the underlying securities were reported.
Insider Transaction Report
- Award
Common Stock
[F1]2026-05-21$17.97/sh+1,391$24,996→ 37,429 total
- 175,617.223(indirect: By LLC)
Common Stock
- 1,000
Stock Option (Right to Buy)
[F2]Exercise: $31.55From: 2016-12-29Exp: 2026-12-29→ Common Stock (1,000 underlying) - 1,000
Stock Option (Right to Buy)
[F2]Exercise: $27.20From: 2017-12-28Exp: 2027-12-28→ Common Stock (1,000 underlying) - 1,000
Stock Option (Right to Buy)
[F2]Exercise: $38.51From: 2018-12-27Exp: 2027-12-27→ Common Stock (1,000 underlying) - 1,000
Stock Option (Right to Buy)
[F2]Exercise: $32.60From: 2019-12-26Exp: 2029-12-26→ Common Stock (1,000 underlying) - 750
Stock Option (Right to Buy)
[F2]Exercise: $17.95From: 2021-12-30Exp: 2031-12-30→ Common Stock (750 underlying) - 1,438
Stock Option (Right to Buy)
[F2][F3]Exercise: $14.25From: 2022-12-28Exp: 2032-12-29→ Common Stock (1,438 underlying) - 1,455
Stock Option (Right to Buy)
[F2]Exercise: $14.69From: 2023-12-28Exp: 2033-12-28→ Common Stock (1,455 underlying) - 25
Class B Common Stock
[F4][F5][F6]→ Common Stock (25 underlying) - 1,881,677(indirect: By LLC)
Class B Common Stock
[F4][F5][F6]→ Common Stock (1,881,677 underlying) - 131,506(indirect: By Trust)
Class B Common Stock
[F4][F5][F6][F7]→ Common Stock (131,506 underlying) - 50,845(indirect: By Trust)
Class B Common Stock
[F4][F5][F6][F8]→ Common Stock (50,845 underlying)
Footnotes (8)
- [F1]Granted by Issuer in consideration of service as a director.
- [F2]Granted pursuant to The Marcus Corporation 2004 Equity and Incentive Awards Plan.
- [F3]Amending solely to correct previously reported Underlying Securities reported in dollars to be reported in shares.
- [F4]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.
- [F5]This security is immediately exercisable.
- [F6]No expiration date.
- [F7]As trustee for brother's children.
- [F8]By the Ben and Celia Marcus 1992 Revocable Trust F/B/O Diane M. Gershowitz.