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UNITED STATES

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No.  3 )*

American Greetings Corporation

 

(Name of Issuer)

Class B Common Shares

(Title of Class of Securities)

026375-20-4

(CUSIP Number)

Jeffrey M. Weiss, One American Rd., Cleveland, OH 44144 (216) 252-7300

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 13, 2009

(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-l(e), 240.13d-l(f) or 240.13d-l(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

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).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

 

 

CUSIP No. 026375-20-4				Page 2 of 3 Pages

Instructions for Cover Page

(1)		Names and I.R.S. Identification Numbers of Reporting Persons — Furnish the full legal name of each person for whom the report is filed - i.e., each person required to sign the schedule itself- including each member of a group. Do not include the name of a person required to be identified in the report but who is not a reporting person. Reporting persons that are entities are also requested to furnish their I.R.S. identification numbers, although disclosure of such numbers is voluntary, not mandatory (see “SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13D” below).
(2)		If any of the shares beneficially owned by a reporting person are held as a member of a group and the membership is expressly affirmed, please check row 2(a). If the reporting person disclaims membership in a group or describes a relationship with other persons but does not affirm the existence of a group, please check row 2(b) [unless it is a joint filing pursuant to Rule 13d-l(k)(l) in which case it may not be necessary to check row 2(b)].
(3)		The 3rd row is for SEC internal use; please leave blank.

CUSIP No. 026375-20-4		Schedule 13D		Page 3 of 3 Pages

Item 1. Security and Issuer.

     This Amendment No. 3 (the “Third Amendment”) amends the initial Schedule 13D filed by the Reporting Person on August 14, 2006, Amendment No. 1 to such Schedule 13D filed by the Reporting Person on July 20, 2007 and Amendment No. 2 to such Schedule 13D filed by the Reporting Person on July 8, 2009 (collectively, the “Schedule 13D”) with respect to the Class B common shares, par value $1.00 per share (“Class B Shares”), of American Greetings Corporation (the “Company”). Capitalized terms used but not otherwise defined in this Third Amendment have the meanings ascribed to such terms in the initial Schedule 13D. The purpose of this Third Amendment is to report a change in the number of Class B Shares beneficially owned by the Reporting Person.

Item 5. Interest in Securities of the Issuer.

     The information in Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

     (a)-(b). The Reporting Person has the sole power to vote or dispose of 314,495 Class B Shares which includes 302,282 Class B Shares that he has the right to acquire within 60 days pursuant to outstanding stock options that the Company granted to the Reporting Person as compensation. The 314,495 Class B Shares beneficially owned by the Reporting Person constitute approximately 9.05% of the Class B Shares outstanding as of October 5, 2009.

     The number of Class B Shares beneficially owned by the Reporting Person does not include, and the Reporting Person disclaims beneficial ownership of, the following: (a) any of the 1,818,182 Class B Shares owned by Irving Stone LLC, of which the Reporting Person owns membership interests representing 24.5% of the equity, (b) 200,000 Class B Shares owned by the Irving I. Stone Support Foundation, of which the Reporting Person is a trustee, (c) 55,909 Class B Shares allocated to the Reporting Person’s account in the Deferred Compensation Plan, and (d) 203,964 Class B Shares owned by the Irving I. Stone Foundation, of which the Reporting person is a trustee.

     (c). On October 13, 2009, the Reporting Person sold 45,269 Class B Shares at a sale price of $23.19 per share to the Company in a privately-negotiated transaction, in accordance with the Amended and Restated Articles of Incorporation of the Company.

     (d). No other person is known by the Reporting Person to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Class B Shares beneficially owned by the Reporting Person.

     (e). 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.