Form 4 Marvel Entertainment, For: Mar 02 Filed by: ISAAC PERLMUTTER TRUST 01/28/1993 (10K)

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

PERLMUTTER ISAAC

(Last)

(First)

(Middle)

MARVEL CHARACTERS B.V., 2240 PALM BEACH LAKES BLVD, SUITE 101

(Street)

WEST PALM BEACH

33409

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Marvel Entertainment, Inc. [MVL]

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

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
See Exhibit 99.1 attached

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2009

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

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 ⁽¹⁾	03/02/2009		J⁽¹⁾		81,806	D	$ 0	206,355	D
Common Stock ⁽¹⁾	03/02/2009		J⁽¹⁾		81,806	A	$ 0	28,660,281	I ⁽²⁾	Held by Mr. Perlmutter's trust

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

Stock Option (right to buy) ⁽³⁾

$ 25.86

03/02/2009

514,354

03/02/2010⁽⁴⁾

03/02/2013

Common Stock

514,354

⁽³⁾

514,354

1. Name and Address of Reporting Person^*

PERLMUTTER ISAAC

(Last)

(First)

(Middle)

MARVEL CHARACTERS B.V., 2240 PALM BEACH LAKES BLVD, SUITE 101

(Street)

WEST PALM BEACH

33409

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ISAAC PERLMUTTER TRUST 01/28/1993

(Last)

(First)

(Middle)

P.O. BOX 1028

(Street)

LAKE WORTH

33460

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

OBJECT TRADING CORP

(Last)

(First)

(Middle)

P.O. BOX 1028

(Street)

LAKE WORTH

33460

(City)

(State)

(Zip)

Explanation of Responses:

1. On March 2, 2009, 81,806 shares of Mr. Perlmutter's restricted stock (the second quarter of a compensatory grant made in 2007 and the first quarter of a compensatory grant made in 2008) vested and were transferred by Mr. Perlmutter in a private transaction to the Isaac Perlmutter Trust 01/28/1993, a Florida revocable trust (the "Perlmutter Trust"). The transfer was made by Mr. Perlmutter for estate planning purposes and has no effect on his beneficial ownership of Common Stock. Mr. Perlmutter is the sole beneficiary and a trustee of the Perlmutter Trust.

2. Mr. Perlmutter directly or indirectly owns, or holds options to purchase, 29,881,275 shares of Marvel's common stock. These shares include: (i) 514,354 shares subject to the option described in Table II above and Note 3 below; (ii) 500,000 shares subject to options granted pursuant to Marvel's 1998 Stock Incentive Plan, all of which are currently exercisable; and (iii) 28,866,636 shares held directly or indirectly by Mr. Perlmutter. See Exhibit 99.2 for details regarding the Reporting Persons' ownership of Common Stock.

3. On March 2, 2009, Mr. Perlmutter received, in respect of 2008 performance, a compensatory grant pursuant to Marvel's 2005 Stock Incentive Plan of an option to purchase 514,354 shares of Marvel's common stock. Details of the option are given in Table II above. The exercise price of the option ($25.86 per share) was the closing price of Marvel's stock on Friday, February 27, 2009, the trading day immediately preceding the grant. The Black-Scholes value of the option at grant was $4.3 million. The issuance of the option replaces the formerly anticipated issuance to Mr. Perlmutter on March 2, 2009 of $4.3 million in restricted stock, as described on page 20 of the proxy statement for Marvel's 2008 annual meeting of stockholders.

4. The option becomes exercisable as follows: one-third on March 2, 2010, one-third on March 2, 2011 and one-third on March 2, 2012.

	/s/ Benjamin Dean, attorney-in-fact for Isaac Perlmutter, the Isaac Perlmutter Trust 01/28/1993 and Object Trading Corp.	03/04/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

EX-99.4_277601

Relationship of Reporting Person(s) to Issuer.

Exhibit 99.1

Item 5 — Relationship of Reporting Person(s) to Issuer

Reporting Person Isaac Perlmutter is a member of a filing group that includes the following:

(a) Mr. Perlmutter, the Vice Chairman of the Issuer’s Board of Directors, its Chief Executive Officer and a 10% beneficial owner of the Issuer;

(b) The Isaac Perlmutter Trust 01/28/1993, a Florida revocable trust (the “Trust”), a 10% beneficial owner of the Issuer. Mr. Perlmutter is a Trustee and the sole beneficiary of the Trust; and

(c) Object Trading Corp., a Florida corporation (“Object”), a 10% beneficial owner of the Issuer. The Trust is the sole stockholder of Object.

EX-99.4_277601

Explanation of Responses, Footnote 2.

Exhibit 99.2

Explanation of Responses, Footnote 2:

Mr. Perlmutter may be deemed to possess the sole power to vote and dispose of an aggregate amount of 29,366,636 shares of common stock of Marvel Entertainment, Inc. (“Common Stock”), and he holds an option (not yet exercisable) to acquire an additional 514,354 shares of Common Stock.

Mr. Perlmutter directly owns:

(i)

206,355 currently outstanding shares of Common Stock.

(ii)

Options granted on May 4, 2004 for the purchase of 500,000 shares of Common Stock. These options are exercisable as of the date of this filing.

(iii)

Options granted on March 2, 2009 for the purchase of 514,354 shares of Common Stock. One-third of these options are scheduled to become exercisable on each of March 2, 2010, March 2, 2011, and March 2, 2012.

Indirectly, Mr. Perlmutter may be deemed to beneficially own an additional 28,660,281 shares of Common Stock owned directly or indirectly by the Isaac Perlmutter Trust 01/28/1993, a Florida revocable trust (the “Perlmutter Trust”).

The Perlmutter Trust is the sole stockholder of Object Trading Corp. and Zib, Inc. Object Trading Corp. and Zib, Inc. are Florida corporations.

The Perlmutter Trust directly owns 10,342,956 shares of Common Stock.

Indirectly, the Perlmutter Trust may be deemed to beneficially own an additional 14,622,680 and 3,694,645 shares of Common Stock owned directly by Object Trading Corp. and Zib, Inc. respectively.

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