UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities
Exchange Act of 1934
(Amendment No. 2)*
Weis Markets,
Inc.
(Name of Issuer)
Common Stock, no par
value
(Title of Class of
Securities)
948849-10-4
(CUSIP
Number)
Ellen W.P.
Wasserman
c/o George Cox
Gross, Mendelsohn & Associates
36 South Charles Street, 18th Floor
Baltimore, Maryland 21201
(410) 685-5512
(Name, Address and Telephone Number of Person Authorized
to
Receive Notices and Communications)
October 19,
2015
(Date of Event which Requires Filing of this
Statement)
If the filing person has previously filed a
statement on Schedule 13G to report the acquisition that is the
subject of this Schedule 13D, and is filing this schedule
because of §§240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box. [
]
Note: Schedules filed in paper format
shall include a signed original and five copies of the
schedule, including all exhibits. See Rule.13d-7 for other
parties to whom copies are to be sent.
* 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
disclosures provided in a prior cover
page.
The information required on 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. Names of Reporting Persons | |||
| Ellen
W.P. Wasserman |
|||
| 2. Check the Appropriate Box if
a Member of a Group (a) [X] (b) [ ] |
|||
| 3. SEC Use
Only |
|||
| 4. Source of Funds
OO |
|||
| 5. Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or
2(e) [ ] |
|||
| 6. Citizenship or Place of
Organization U.S.A.
|
|||
| Number of
Shares Beneficially Owned by Each Reporting Person With: |
7.
Sole Voting Power 3,324,544 (see
Item 5) |
||
| 8.
Shared Voting Power 0 (see Item
5) |
|||
| 9.
Sole Dispositive Power 3,324,544
(see Item 5) |
|||
| 10.
Shared Dispositive Power 0 (see Item
5) |
|||
| 11. Aggregate Amount Beneficially Owned
by Each Reporting Person 3,324,544 (see Item
5) |
|||
| 12.
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares [X] (See Item 5) |
|||
| 13. Percent of Class Represented by
Amount in Row (11) 12.4% (see Item
5) |
|||
| 14. Type of Reporting
Person IN |
|||
This Amendment No. 2 ("Amendment No.
2") amends the Schedule 13D first filed with the Securities
and Exchange Commission on September 22, 2004 (as previously
amended, the "Schedule 13D"), and is filed by Ellen W.P.
Wasserman (the "Reporting Person"), with respect to the
Common Stock, no par value (the "Common Stock"), of Weis
Markets, Inc. (the "Company").
ITEM 2. IDENTITY AND BACKGROUND
Item 2 is amended as follows:
(b) The business address of the Reporting Person is Ellen W.P. Wasserman, c/o George Cox, Gross, Mendelsohn & Associates, 36 South Charles Street, 18th Floor, Baltimore, Maryland 21201.
(c) The present principal occupation of the
Reporting Person is trustee of a trust established under the
will of Harry Weis (the "HW
Trust").
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR
OTHER CONSIDERATION
Item 3 is hereby supplemented by
incorporating herein Items 4 and 5 of this Amendment No.
2.
ITEM 4. PURPOSE OF
TRANSACTION
Item 4 is hereby supplemented as
follows:
On or about October 19, 2015, the Reporting
Person became a trustee of the HW Trust, which holds 3,324,544
shares of Common Stock. On or about October 26, 2015, the
Reporting Person made gifts of all of the 1,746,424 shares of
Common Stock previously reported by the Reporting Person in her
most recent Schedule 13D.
Item 5(a) of this Amendment No. 2 is
incorporated herein by reference.
ITEM 5. INTEREST IN SECURITIES OF THE
ISSUER
(a) The
responses of the Reporting Person to Rows (11) through (13) of
the cover page of this Amendment No. 2 are incorporated herein
by reference. As of the filing date of this Amendment No. 2,
(i) the Reporting Person owned zero shares of Common Stock
individually and (ii) the Reporting Person beneficially
owned, in her capacity as a trustee of the HW Trust, 3,324,544
shares of Common Stock held by the HW Trust. Accordingly, as of
the filing date of this Amendment No. 2, the Reporting Person
was the beneficial owner of an aggregate of 3,324,544 shares of
Common Stock, representing approximately 12.4% of the
outstanding Common Stock of the Company (based on the number of
shares of Common Stock outstanding as of August 4, 2015
(26,898,443), as reported in the Quarterly Report on Form 10-Q
filed with the SEC by the Company on
August 4, 2015).
The
Reporting Person no longer has an interest in the Common
Stock owned by EKTJ Management LLC.
In
addition, as of the date hereof, the Reporting Person
along with the following persons have agreed to act
together for purposes of voting the equity securities of
the Company and therefore may be deemed a group within
the meaning of Section 13(d)(3) of the Securities
Exchange Act of 1934 (and the shares following such
persons' name are those owned or controlled by such
person or any immediate family member of such person):
EKTJ Management LLC (based upon a Schedule 13D Amendment
No. 1 filed with the SEC on or about the date hereof,
1,400,000 shares); Kathryn J. Zox (based upon a Schedule
13D Amendment No. 1 for EKTJ Management LLC filed with
the SEC on or about the date hereof, 870,269 shares);
Thomas H. Platz (based upon a Schedule 13D Amendment No.
1 for EKTJ Management LLC filed with the SEC on or about
the date hereof, 903,467 shares); James A. Platz (based
upon a Schedule 13D Amendment No. 1 for EKTJ Management
LLC filed with the SEC on or about the date hereof,
916,667 shares); Patricia G. Ross Weis (based upon a
Schedule 13D Amendment No. 2 filed with the SEC on or
about the date hereof, 233,850 shares); Jonathan H. Weis
(based upon a Schedule 13D Amendment No. 1 filed with the
SEC on or about the date hereof, 7,241,253 shares);
Jennifer Weis (based upon a Schedule 13D filed with the
SEC on or about the date hereof, 1,281,010 shares); and
Colleen Ross Weis (based upon a Schedule 13D filed with
the SEC on or about the date hereof, 1,248,100.5 shares).
Accordingly, as of the date hereof, such group may be
deemed to beneficially own an aggregate of 17,419,160.5
shares of Common Stock representing approximately 64.8%
of the outstanding Common Stock.
(b)
The responses of the Reporting Person to (i) Rows (7)
through (10) of the cover page of this Amendment No. 2
and (ii) Item 5(a) hereof are incorporated herein by
reference. The Reporting Person has sole power to vote
and dispose of the shares of Common Stock held by HW
Trust so long as such shares are held by such
trust.
(c)
The Reporting Person has not effected any transaction in
Common Stock during the past 60 days.
(d)
Not applicable.
(e)
Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS,
UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF
THE ISSUER
Item 6 is hereby supplemented as
follows:
The Schedule 13D of the Reporting Person
previously reported that she and her brother Robert Weis had
agreed to act together for purposes of voting equity securities
of the Company and thus constituted a group within the meaning
of Section 13(d)(3) of the Securities Exchange Act of 1934, as
amended. On October 19, 2015, Robert Weis passed away and
therefore such agreement concluded.
The information set forth in Items 4 and 5(a) hereof is incorporated by reference herein.
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.
Date: February 9, 2016
/s/ Ellen W.P.
Wasserman
Signature
Ellen W.P.
Wasserman