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1
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NAME OF REPORTING PERSONS
Stephen H. Marcus
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
Not Applicable
|
(a) ¨
(b) o
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3
|
SEC USE ONLY
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|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
4,778,143 (1)
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6
|
SHARED VOTING POWER
58,073
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|
7
|
SOLE DISPOSITIVE POWER
209,020
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||||
|
8
|
SHARED DISPOSITIVE POWER
58,073
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,836,216 (1)
|
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|
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)
16.5%
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|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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|
|
(1)
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Includes 4,569,123 shares beneficially owned by Matinee Fifteen Holdings, LLC. As of December 31, 2011, Stephen H. Marcus and trusts that he established (and of which he is a beneficiary) held 50.1% of the membership units of Matinee Fifteen Holdings, LLC.
|
|
1
|
NAME OF REPORTING PERSONS
Matinee Fifteen Holdings, LLC
|
||||
|
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
4,569,123
|
|||
|
6
|
SHARED VOTING POWER
0
|
||||
|
7
|
SOLE DISPOSITIVE POWER
4,569,123
|
||||
|
8
|
SHARED DISPOSITIVE POWER
0
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,569,123
|
||||
|
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)
15.6%
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
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||||
|
Item 1(a).
|
Name of Issuer:
|
|
|
The Marcus Corporation
|
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Item 1(b).
|
Address of Issuer’s Principal Executive Offices:
|
|
|
100 East Wisconsin Avenue, Suite 2900, Milwaukee, WI 53202
|
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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, 2011, Mr. Marcus, and trusts that he established (and of which he is a beneficiary) held 50.1% 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.
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Item 2(b).
|
Address of Principal Business Office or, if none, Residence:
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(For each of Mr. Marcus and Matinee Fifteen)
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c/o The Marcus Corporation, 100 East Wisconsin Avenue, Suite 1900, Milwaukee, Wisconsin 53202
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Item 2(c).
|
Citizenship:
|
|
|
Mr. Marcus is a United States citizen.
|
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Matinee Fifteen is a Delaware limited liability company.
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Item 2(d).
|
Title of Class of Securities:
|
|
|
Common Stock
|
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Item 2(e).
|
CUSIP Number:
|
|
|
566330106
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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
|
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Item 4.
|
Ownership:
|
|
|
Mr. Marcus
|
|
|
(a)
|
Amount Beneficially Owned: 4,836,216
|
|
|
(b)
|
Percent of Class: 16.5%
|
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|
(c)
|
Number of shares as to which such person has:
|
|
|
(i)
|
sole power to vote or to direct the vote: 4,778,143
|
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|
(ii)
|
shared power to vote or to direct the vote: 58,073
|
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(iii)
|
sole power to dispose or to direct the disposition of: 209,020
|
|
|
(iv)
|
shared power to dispose or to direct the disposition of: 58,073
|
|
|
(i)
|
6,003 shares of Common Stock held by a trust whereby Mr. Marcus serves as Trustee;
|
|
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(ii)
|
21,895 shares of Common Stock held by Matinee Fifteen;
|
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(iii)
|
4,547,228 shares of Class B Common Stock held by Matinee Fifteen;
|
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(iv)
|
209,020 shares of Class B Common Stock held by the Stephen H. Marcus 1990 Revocable Trust;
|
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(v)
|
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
|
|
|
(vi)
|
1,225 shares of Class B Common Stock held by trusts whereby Mr. Marcus serves as Trustee.
|
|
|
Matinee Fifteen
|
|
|
(a)
|
Amount Beneficially Owned: 4,569,123
|
|
|
(b)
|
Percent of Class: 15.6%
|
|
|
(c)
|
Number of shares as to which such person has:
|
|
|
(i)
|
sole power to vote or to direct the vote: 4,569,123
|
|
|
(ii)
|
shared power to vote or to direct the vote: 0
|
|
|
(iii)
|
sole power to dispose or to direct the disposition of: 4,569,123
|
|
|
(iv)
|
shared power to dispose or to direct the disposition of: 0
|
|
Item 5.
|
Ownership of Five Percent or Less of a Class:
|
|
|
Not Applicable
|
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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
|
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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.
|
Certification:
|
|
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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.
|
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Exhibits.
|
Agreement to file Schedule 13G jointly (previously filed as Exhibit 1 to the reporting parties’ Schedule 13G filed January 21, 2010).
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