SEC Form SC 13G filed by Marcus Corporation

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934 (Amendment No. 46)*

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(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)

☐	Rule 13d-1(c)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(1)  Includes 2,175,608 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.

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.

(For each of Ms. Gershowitz, DG-LDJ, and the Trust)

c/o The Marcus Corporation, 100 East Wisconsin Avenue, Suite 1900, Milwaukee, Wisconsin 53202

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

(a)	Amount Beneficially Owned: 2,157,342

(b)	Percent of Class: 11.4%

(c)	Number of shares as to which such person has:

(i)	sole power to vote or to direct the vote: 1,974,991

(ii)	shared power to vote or to direct the vote: 182,351

(iii)

sole power to dispose or to direct the disposition of: 1,974,991

(iv)	shared power to dispose or to direct the disposition of: 182,351

Other than with respect to 1,974,991 shares of Common Stock, (over which Ms. Gershowitz has sole voting and dispositive power of 182,351 shares, and shared voting and dispositive power of 200,617 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)	9,771 shares of Common Stock which Ms. Gershowitz has the right to acquire upon the exercise of stock options;

(ii)	12,547 shares of Common Stock held individually by Ms. Gershowitz;

(iii)

200,617 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)	1,974,966 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.

(a)	Amount Beneficially Owned: 2,175,608

(b)	Percent of Class: 11.3%

(c)	Number of shares as to which such person has:

(i)	sole power to vote or to direct the vote: 2,175,608

(ii)	shared power to vote or to direct the vote: 0

(iii)

sole power to dispose or to direct the disposition of: 2,175,608

(iv)	shared power to dispose or to direct the disposition of: 0

Other than with respect to 200,617 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.

(a)	Amount Beneficially Owned: 2,175,608

(b)	Percent of Class: 11.3%

(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: 2,175,608

(iii)

sole power to dispose or to direct the disposition of: 0

(iv)	shared power to dispose or to direct the disposition of: 2,175,608

Other than with respect to 200,617 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 the Trust into shares of Common Stock.

Item 5.          Ownership of Five Percent or Less of a Class:

Not Applicable

Not Applicable

Not Applicable

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.

Diane Marcus Gershowitz DG-LDJ HOLDINGS, L.L.C.

Manager

DG 2008 TRUST U/A/D DECEMBER 31, 2010

Manager