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
What is insider trading>>
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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. 45)*
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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
MARCUS STEPHEN H | ||||||||
| 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
4,512,806.00 | ||||||||
| 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)
14.33 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Includes 4,321,245 shares beneficially owned by Matinee Fifteen Holdings, LLC. As of December 31, 2024, Stephen H. Marcus and trusts that he established (and of which he is a beneficiary) held 13.73% of the membership units of Matinee Fifteen Holdings, LLC.
SCHEDULE 13G
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| CUSIP No. | 566330106 |
| 1 | Names of Reporting Persons
Matinee Fifteen Holdings, LLC | ||||||||
| 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
4,321,245.00 | ||||||||
| 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)
13.73 % | ||||||||
| 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, 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);
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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:
Mr. Marcus: 4,512,806 Matinee FIftenn: 4,321,245 | |
| (b) | Percent of class:
Mr. Marcus: 14.33 % Matinee FIftenn: 13.73 %
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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:
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. | ||
| 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: |
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, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| 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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Exhibit Information
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Agreement to file Schedule 13G jointly (previously) filed as Exhibit 1 to the reporting parties' Schedule 13G filed January 21, 2010). |