|
1
|
NAME OF REPORTING PERSONS
Diane M. Gershowitz
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
Not Applicable
|
(a) ¨
(b) o
|
|||
|
3
|
SEC USE ONLY
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
87,846
|
|||
|
6
|
SHARED VOTING POWER
3,079,602 (1)
|
||||
|
7
|
SOLE DISPOSITIVE POWER
87,846
|
||||
|
8
|
SHARED DISPOSITIVE POWER
3,079,602 (1)
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,167,448 (1)
|
||||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
Not Applicable
|
o
|
|||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
14.5%
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
||||
|
(1)
|
Includes 2,832,498 shares beneficially owned by DG-LDJ Holdings, L.L.C. Ms. Gershowitz, DG 2008 Trust u/a/d December 31, 2010, a trust that she established, and HG Descendants Trust u/a/d December 20, 2012, a trust established by Ms. Gershowitz’s spouse, holds 100% of the membership units of DG-LDJ Holdings, L.L.C.
|
|
1
|
NAME OF REPORTING PERSONS
DG-LDJ Holdings, L.L.C.
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
Not Applicable
|
(a) ¨
(b) o
|
|||
|
3
|
SEC USE ONLY
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
2,832,498
|
|||
|
6
|
SHARED VOTING POWER
0
|
||||
|
7
|
SOLE DISPOSITIVE POWER
2,832,498
|
||||
|
8
|
SHARED DISPOSITIVE POWER
0
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,832,498
|
||||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
Not Applicable
|
o
|
|||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13.2%
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
||||
|
1
|
NAME OF REPORTING PERSONS
DG 2008 Trust u/a/d December 31, 2010
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
Not Applicable
|
(a) ¨
(b) o
|
|||
|
3
|
SEC USE ONLY
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
|
||||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
|||
|
6
|
SHARED VOTING POWER
2,832,498
|
||||
|
7
|
SOLE DISPOSITIVE POWER
0
|
||||
|
8
|
SHARED DISPOSITIVE POWER
2,832,498
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,832,498
|
||||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
Not Applicable
|
o
|
|||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13.2%
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
||||
|
Item 1(a).
|
Name of Issuer:
|
|
|
The Marcus Corporation
|
|
Item 1(b).
|
Address of Issuer’s Principal Executive Offices:
|
|
|
100 East Wisconsin Avenue, Suite 2900, Milwaukee, WI 53202
|
|
Item 2(a).
|
Name of Person Filing:
|
|
|
The filers of this Schedule 13G Amendment are: (i) Diane Marcus Gershowitz (“Ms. Gershowitz”); (ii) DG-LDJ Holdings, L.L.C (“DG-LDJ”) and (iii) DG 2008 Trust u/a/d December 31, 2010 (the “Trust”). Ms. Gershowitz and the Trust are the controlling persons of DG-LDJ and as such may be deemed to beneficially own the shares of Common Stock of The Marcus Corporation beneficially owned by DG-LDJ. Attached as Exhibit 1 hereto is a joint filing agreement among Ms. Gershowitz, DG-LDJ and the Trust authorizing the joint filing of this Schedule 13G Amendment on behalf of each of them.
|
|
Item 2(b).
|
Address of Principal Business Office or, if none, Residence:
|
|
|
(For each of Ms. Gershowitz, DG-LDJ, and the Trust)
|
|
|
c/o The Marcus Corporation, 100 East Wisconsin Avenue, Suite 1900, Milwaukee, Wisconsin 53202
|
|
Item 2(c).
|
Citizenship:
|
|
|
Ms. Gershowitz is a United States citizen.
|
|
|
DG-LDJ is a Delaware limited liability company.
|
|
|
The Trust is formed under the laws of Illinois.
|
|
Item 2(d).
|
Title of Class of Securities:
|
|
|
Common Stock
|
|
Item 2(e).
|
CUSIP Number:
|
|
|
566330106
|
|
Item 3.
|
If this statement is filed pursuant to sections 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:
|
|
|
Not Applicable
|
|
Item 4.
|
Ownership (as of the date of this filing):
|
|
|
Diane Marcus Gershowitz
|
|
|
(a)
|
Amount Beneficially Owned: 3,167,448
|
|
|
(b)
|
Percent of Class: 14.5%
|
|
|
(c)
|
Number of shares as to which such person has:
|
|
|
(i)
|
sole power to vote or to direct the vote: 87,846
|
|
|
(ii)
|
shared power to vote or to direct the vote: 3,079,602
|
|
|
(iii)
|
sole power to dispose or to direct the disposition of: 87,846
|
|
|
(iv)
|
shared power to dispose or to direct the disposition of: 3,079,602
|
|
|
Other than with respect to 17,842 shares of Common Stock (which Ms. Gershowitz has sole voting and dispositive power) and 350 shares of Common Stock (which Ms. Gershowitz has shared voting and dispositive power), all of the reported beneficial ownership of Common Stock results from the beneficial ownership of shares of Class B Common Stock, which are convertible at any time into Common Stock on a share-for-share basis. The percent of class figure assumes conversion of all shares of Class B Common Stock held by Ms. Gershowitz into shares of Common Stock.
|
|
|
Ms. Gershowitz’s beneficial ownership consists of:
|
|
|
(i)
|
6,213 shares of Common Stock which Ms. Gershowitz has the right to acquire upon the exercise of stock options;
|
|
|
(ii)
|
11,629 shares of Common Stock held individually by Ms. Gershowitz;
|
|
|
(iii)
|
350 shares of Common Stock held by DG-LDJ Holdings, L.L.C.;
|
|
|
(iv)
|
70,004 shares of Class B Common Stock held individually by Ms. Gershowitz;
|
|
|
(v)
|
2,832,148 shares of Class B Common Stock held by DG-LDJ Holdings, L.L.C;
|
|
|
(vi)
|
196,259 shares of Class B Common Stock held by trusts whereby Ms. Gershowitz serves as Trustee; and
|
|
|
(vii)
|
50,845 shares of Class B Common Stock held by the Ben and Celia Marcus Revocable Trust F/B/O Diane Marcus Gershowitz.
|
|
|
The trusts and Ms. Gershowitz, for shares held individually, each have the right to receive dividends and proceeds from the sale of securities held thereby.
|
|
|
DG-LDJ Holdings, L.L.C.
|
|
|
(a)
|
Amount Beneficially Owned: 2,832,498
|
|
|
(b)
|
Percent of Class: 13.2%
|
|
|
(c)
|
Number of shares as to which such person has:
|
|
|
(i)
|
sole power to vote or to direct the vote: 2,832,498
|
|
|
(ii)
|
shared power to vote or to direct the vote: 0
|
|
|
(iii)
|
sole power to dispose or to direct the disposition of: 2,832,498
|
|
|
(iv)
|
shared power to dispose or to direct the disposition of: 0
|
|
|
Other than with respect to 350 shares of Common Stock, all of the reported beneficial ownership of Common Stock results from the beneficial ownership of shares of Class B Common Stock, which are convertible at any time into Common Stock on a share-for-share basis. The percent of class figure assumes conversion of all shares of Class B Common Stock held by DG-LDJ into shares of Common Stock.
|
|
|
DG 2008 Trust u/a/d December 31, 2010
|
|
|
(a)
|
Amount Beneficially Owned: 2,832,498
|
|
|
(b)
|
Percent of Class: 13.2%
|
|
|
(c)
|
Number of shares as to which such person has:
|
|
|
(i)
|
sole power to vote or to direct the vote: 0
|
|
|
(ii)
|
shared power to vote or to direct the vote: 2,832,498
|
|
|
(iii)
|
sole power to dispose or to direct the disposition of: 0
|
|
|
(iv)
|
shared power to dispose or to direct the disposition of: 2,832,498
|
|
|
Other than with respect to 350 shares of Common Stock, all of the reported beneficial ownership of Common Stock results from the beneficial ownership of shares of Class B Common Stock, which are convertible at any time into Common Stock on a share-for-share basis. The percent of class figure assumes conversion of all shares of Class B Common Stock held by the Trust into shares of Common Stock.
|
|
Item 5.
|
Ownership of Five Percent or Less of a Class:
|
|
|
Not Applicable
|
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person:
|
|
|
Not Applicable
|
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:
|
|
|
Not Applicable
|
|
Item 8.
|
Identification and Classification of Members of the Group:
|
|
|
Not Applicable
|
|
Item 9.
|
Notice of Dissolution of Group:
|
|
|
Not Applicable
|
|
Item 10.
|
Certification:
|
|
|
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
|
|
Exhibits.
|
Agreement to file Schedule 13G jointly. (Previously filed as Exhibit 1 to the reporting parties’ Schedule 13G Amendment filed February 14, 2011.)
|