Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 48)*
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MARCUS CORP (Name of Issuer) |
Common Stock (Title of Class of Securities) |
566330106 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 566330106 |
| 1 | Names of Reporting Persons
GERSHOWITZ DIANE M | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
WISCONSIN
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,382,224.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
7.57 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: (1) Includes 1,943,196 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, hold 100% of the membership units of DG-LDJ Holdings, L.L.C.
SCHEDULE 13G
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| CUSIP No. | 566330106 |
| 1 | Names of Reporting Persons
DG-LDJ Holdings, L.L.C. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,118,813.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
6.73 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| CUSIP No. | 566330106 |
| 1 | Names 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)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
ILLINOIS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,118,813.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
6.73 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
MARCUS CORP | |
| (b) | Address of issuer's principal executive offices:
111 E. Kilbourn Avenue, Suite1200, 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. 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. | |
| (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);
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| (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:
Ms. Gershowitz: 2,382,224 DG-LDJ: 2,118,813 Trust: 2,118,813 | |
| (b) | Percent of class:
Ms. Gershowitz: 7.57 % DG-LDJ: 6.73 % Trust: 6.73 %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
Ms. Gershowitz: 49,290 DG-LDJ: 2,118,813 Trust: 0 | ||
| (ii) Shared power to vote or to direct the vote:
Ms. Gershowitz: 2,332,934 DG-LDJ: 0 Trust: 2,118,813 | ||
| (iii) Sole power to dispose or to direct the disposition of:
Ms. Gershowitz: 49,290 DG-LDJ: 2,118,813 Trust: 0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
Ms. Gershowitz: 2,382,224 Other than with respect to 215,656 shares of Common Stock, (over which Ms. Gershowitz has sole voting and dispositive power of 40,039 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)9,226 shares of Common Stock which Ms. Gershowitz has the right to acquire upon the exercise of stock options; (ii)40,039 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)25 shares of Class B Common Stock held individually by Ms. Gershowitz; (v)1,943,196 shares of Class B Common Stock held by DG-LDJ Holdings, L.L.C; (vi)131,506 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: 2,118,813 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. Trust: 131,506 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 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
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. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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