| Item 1. | |
| (a) | Name of issuer:
MARCUS CORP |
| (b) | Address of issuer's principal executive offices:
111 E. Kilbourn Avenue, Suite 1200, Milwaukee, Wisconsin, 53202 |
| Item 2. | |
| (a) | Name of person filing:
The filers of this Schedule 13G are: (i) Stephen H. Marcus ("Mr. Marcus") and (ii) Matinee Fifteen Holdings, LLC ("Matinee Fifteen"). As of December 31, 2024, Mr. Marcus, and trusts that he established (and of which he is a beneficiary) held 13.73% of the membership units of Matinee Fifteen. Attached as Exhibit 1 hereto is an agreement between Mr. Marcus and Matinee Fifteen that this Schedule 13G amendment is filed on behalf of each of them. |
| (b) | Address or principal business office or, if none, residence:
(For each of Mr. Marcus and Matinee Fifteen)
c/o The Marcus Corporation, 111 E. Kilbourn Avenue, Suite 1200, Milwaukee, Wisconsin 53202 |
| (c) | Citizenship:
United States |
| (d) | Title of class of securities:
Common Stock |
| (e) | CUSIP No.:
566330106 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
|
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
|
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
Mr. Marcus: 4,512,806
Matinee FIftenn: 4,321,245 |
| (b) | Percent of class:
Mr. Marcus: 14.33 %
Matinee FIftenn: 13.73 |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
Mr. Marcus: 4,460,736
Matinee Fifteen: 4,321,245
|
| | (ii) Shared power to vote or to direct the vote:
Mr. Marcus: 52,070
Matinee Fifteen: 0
|
| | (iii) Sole power to dispose or to direct the disposition of:
Mr. Marcus: 33,488
Matinee Fifteen: 4,249,350
|
| | (iv) Shared power to dispose or to direct the disposition of:
Mr. Marcus: 52,070
Other than with respect to (i) 6,003 shares of Common Stock (which Mr. Marcus shares voting and dispositive power), and (ii) 21,895 shares of Common Stock (which Mr. Marcus has sole voting and no 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 Mr. Marcus into shares of Common Stock.
Mr. Marcus' beneficial ownership consists of the following:
(i) 6,003 shares of Common Stock held by a trust whereby Mr. Marcus serves as Trustee;
(ii) 21,895 shares of Common Stock held by Matinee Fifteen;
(iii) 4,299,350 shares of Class B Common Stock held by Matinee Fifteen;
(iv) 100,000 shares of Class B Common Stock held by Matinee Fifteen Holdings 2, LLC;
(v) 33,488 shares of Class B Common Stock held by the Stephen H. Marcus 1990 Revocable Trust;
(vi) 50,845 shares of Class B Common Stock held by the Ben and Celia Marcus 1992 Revocable Trust F/B/O Stephen H. Marcus; and
(vii) 1,225 shares of Class B Common Stock held by trusts whereby Mr. Marcus serves as Trustee.
The trusts, Matinee Fifteen Holdings 2, LLC and Mr. Marcus, for shares held individually, each have the right to receive dividends and proceeds from the sale of securities held thereby.
Matinee Fifteen: 0
Other than with respect to 21,895 shares of Common Stock, all of the reported beneficial ownership of Common Stock held by Matinee Fifteen 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 Matinee Fifteen into shares of Common Stock.
Matinee Fifteen has the right to receive dividends and proceeds from the sale of securities held thereby.
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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Not Applicable
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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Rule 13d-1(d)