| Item 1. | |
| (a) | Name of issuer:
MARCUS CORP |
| (b) | Address of issuer's principal executive offices:
111 EAST KILBOURN AVENUE, SUITE 1200, MILWAUKEE, Wisconsin, 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. |
| (b) | Address or principal business office or, if none, residence:
(For each of Ms. Gershowitz, DG-LDJ, and the Trust)
c/o The Marcus Corporation, 111 E. Kilbourn Avenue, Suite 1200, Milwaukee, WI 53202 |
| (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. |
| (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);
|
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
|
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
|
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
|
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
|
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
|
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
| (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);
|
| (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).
|
| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
Ms. Gershowitz: 2,151,820
DG-LDJ: 2,057,294
Trust: 2,057,294 |
| (b) | Percent of class:
Ms. Gershowitz: 9.06%
DG-LDJ: 8.66%
Trust: 8.66% |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
Ms. Gershowitz: 94,526
DG-LDJ: 2,057,294
Trust: 0
|
| | (ii) Shared power to vote or to direct the vote:
Ms. Gershowitz: 2,057,294
Other than with respect to 211,655 shares of Common Stock, (over which Ms. Gershowitz has sole voting and dispositive power of 36,038 shares, and shared voting and dispositive power of 175,617 shares), 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) 7,643 shares of Common Stock which Ms. Gershowitz has the right to acquire upon the exercise of stock options;
(ii) 36,038 shares of Common Stock held individually by Ms. Gershowitz;
(iii) 175,617 shares of Common Stock held by DG-LDJ Holdings, L.L.C.;
(iv) 1,881,677 shares of Class B Common Stock held by DG-LDJ Holdings, LLC;
(v) 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: 2,057,294
Other than with respect to 175,617 shares of Common Stock, 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.
|
| | (iii) Sole power to dispose or to direct the disposition of:
Not Applicable
|
| | (iv) Shared power to dispose or to direct the disposition of:
Not Applicable
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| |
Not Applicable
|
| Item 6. | Ownership of more than 5 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
|
Rule 13d-1(d)