SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

EMMIS COMMUNICATIONS CORPORATION

(Name of Issuer)

6.25% Series A Cumulative Convertible Preferred Stock, $0.01 par value per share

Class A Common Stock, $0.01 par value per share

(Title of Class of Securities)

291525202

291525103

(CUSIP Number)

Richard A. Denmon

Carlton Fields, P.A.

4221 W. Boy Scout Boulevard

Suite 1000

Tampa, FL 33607-5780

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

January 31, 2012

(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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ¨.

The information required for the remainder of this cover page shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange 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).

SCHEDULE 13D

CUSIP No. 291525202 Page 2 of 7 Pages

1	NAME OF REPORTING PERSON DJD Group LLLP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ¨        (b)  x
3	SEC USE ONLY
4	SOURCE OF FUNDS     OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(E):    ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION     Florida
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER     76,810 — Preferred Stock (1)     187,416 — Common Stock (1)
		8	SHARED VOTING POWER     0
		9	SOLE DISPOSITIVE POWER     76,810 — Preferred Stock (1)     187,416 — Common Stock (1)
		10	SHARED DISPOSITIVE POWER     0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     76,810 — Preferred Stock (1)     187,416 — Common Stock (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     3.17% — Preferred Stock (2)     0.55% — Common Stock (3)
14	TYPE OF REPORTING PERSON     PN

1. The 76,810 shares of 6.25% Series A Cumulative Convertible Preferred Stock of the Issuer (“Preferred Stock”) is convertible into approximately 187,416 shares of Class A Common Stock, par value $0.01 per share, of the Issuer (“Common Stock”). Until converted, the reporting person does not have any sole or shared voting or dispositive power over any shares of Common Stock.

2. The calculation is based on 2,422,320 shares of Preferred Stock outstanding as of January 24, 2012 as disclosed in the Form 8-K filed by the Issuer on January 30, 2012.

3. The calculation is based on 34,194,695 shares of Common Stock deemed outstanding pursuant to Rule 13d-3(d)(1) of the Securities Exchange Act of 1934 (which is based on (a) 34,007,279 shares outstanding as of January 4, 2012 as disclosed in the Issuer’s Form 10-Q for the quarterly period ended November 30, 2011, filed on January 12, 2012, plus (b) the shares issuable to upon the conversion of the Reporting Person’s Preferred Stock).

SCHEDULE 13D

CUSIP No. 291525202 Page 3 of 7 Pages

1	NAME OF REPORTING PERSON Don DeFosset
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ¨        (b)  x
3	SEC USE ONLY
4	SOURCE OF FUNDS     OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(E):    ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION     Florida
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER     76,810 — Preferred Stock (1)     187,416 — Common Stock (1)
		8	SHARED VOTING POWER     0
		9	SOLE DISPOSITIVE POWER     76,810 — Preferred Stock (1)     187,416 — Common Stock (1)
		10	SHARED DISPOSITIVE POWER     0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     76,810 — Preferred Stock (1)     187,416 — Common Stock (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     3.17% — Preferred Stock (2)     0.55% — Common Stock (3)
14	TYPE OF REPORTING PERSON     PN

1. The 76,810 shares of 6.25% Series A Cumulative Convertible Preferred Stock of the Issuer (“Preferred Stock”) is convertible into approximately 187,416 shares of Class A Common Stock, par value $0.01 per share, of the Issuer (“Common Stock”). Until converted, the reporting person does not have any sole or shared voting or dispositive power over any shares of Common Stock.

2. The calculation is based on 2,422,320 shares of Preferred Stock outstanding as of January 24, 2012 as disclosed in the Form 8-K filed by the Issuer on January 30, 2012.

3. The calculation is based on 34,194,695 shares of Common Stock deemed outstanding pursuant to Rule 13d-3(d)(1) of the Securities Exchange Act of 1934 (which is based on (a) 34,007,279 shares outstanding as of January 4, 2012 as disclosed in the Issuer’s Form 10-Q for the quarterly period ended November 30, 2011, filed on January 12, 2012, plus (b) the shares issuable to upon the conversion of the Reporting Person’s Preferred Stock).

Amendment No. 1 to Schedule 13D

This Amendment No. 1 to Schedule 13D is being filed by DJD Group, LLLP, a Florida limited liability limited partnership (the “DJD Group”), and Don DeFosset, its general partner (the “General Partner” or “Mr. DeFosset”) (collectively, the “Reporting Persons”), and relates to shares of 6.25% Series A Cumulative Convertible Preferred Stock, $0.01 par value per share (“Preferred Stock”), and the Class A Common Stock, $0.01 par value per share (“Class A Common Stock”), of Emmis Communications Corporation, an Indiana corporation (the “Issuer” or the “Company”). The Schedule 13D filed on December 20, 2011 by the Reporting Persons is hereby amended and supplemented as set forth below in this Amendment No. 1. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Schedule 13D filed with the Securities and Exchange Commission, as amended.

Item 4. Purpose of Transaction

Item 4 is hereby amended and supplemented as follows:

On January 5, 2012, the Issuer filed a Schedule TO-1/A announcing that it had purchased 164,400 shares of Preferred Stock pursuant to its modified “Dutch auction” tender, which expired at 5:00 p.m., New York City time, on December 30, 2011. On January 30, 2012, the Issuer filed a Form 8-K (“January Form 8-K”) announcing that it had reacquired 25,700 shares of Preferred Stock from certain holders, which shares were thereupon cancelled and retired.

The Issuer also announced in its January Form 8-K that:

• as a result of the completion of these purchases, it had 2,422,320 shares of Preferred Stock issued and outstanding and 452,680 shares of Preferred Stock authorized but unissued;

• pursuant to the terms of total return swaps and voting agreements (“Swaps and Voting Agreements”) entered into with certain holders of Preferred Stock, the Issuer has the right to direct the vote of 1,484,679 outstanding shares (“Controlled Shares”) of Preferred Stock (representing approximately 61.3% of the outstanding shares of Preferred Stock); and

• in the future, the Issuer may issue shares of Preferred Stock to a third party or third parties who may agree to vote their shares in accordance with the prior written instructions of the Issuer. Based on the Issuer’s Form 8-K filing, if the Issuer issues 390,604 of the 452,680 authorized but unissued shares of Preferred Stock under such voting arrangements, it will have the ability to direct the vote of more than 66 2/3% of its issued and outstanding shares of Preferred Stock.

The Issuer has disclosed in its Form 10-Q for the quarterly period ended November 30, 2011, filed on January 12, 2012, that it has taken the position that the Controlled Shares are considered extinguished for accounting purposes but are not retired for record purposes. On this basis, the Issuer is asserting that the Controlled Shares remain outstanding and are eligible to be voted and that the Issuer has the authority to direct the voting of the Controlled Shares under the terms of the Swaps and Voting Agreements.

On January 31, 2012, the Reporting Persons, and the other Locked-Up Holders entered into Amendment No. 1 and Extension to the Lock-Up Agreement (“Amended Lock-Up Agreement”) pursuant to which the parties agreed to extend the stated term of the agreement from January 31, 2012 to April 30, 2012. An additional party, First Derivative Traders, LP, joined the Lock-up Agreement and the Amended Lock-Up Agreement.

The description of the Amended Lock-Up Agreement in this Schedule 13D is qualified in its entirety by reference to the full text of the Amended Lock-Up Agreement, a copy of which is filed herewith as Exhibit 1 hereto and is hereby incorporated herein by reference.

The Reporting Persons acquired and continue to hold the shares reported herein for investment purposes. The Reporting Persons may from time to time engage the Issuer, its representatives or other relevant parties in discussions regarding matters relevant to the Reporting Persons’ investment in the Issuer. Depending on market conditions and other factors that the Reporting Persons may deem material to their investment decisions, the Reporting Persons may sell all or a portion of their shares, or may purchase additional securities

Page 4 of 7 Pages

of the Issuer, on the open market or in a private transaction, in each case to the extent permitted by the Lock-up Agreement. Except as described in this Schedule 13D, neither of the Reporting Persons has any plans or proposals that relate to or would result in: (i) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (ii) an extraordinary corporate transaction, such as a merger, organization or liquidation, involving the Issuer or any of its subsidiaries; (iii) a sale or transfer of a material amount of assets of the Issuer or of any of its subsidiaries; (iv) change in the present board of directors or the management of the Issuer; (v) any material change in the present capitalization or dividend policy of the Issuer; (vi) any other material change in the Issuer’s business or corporate structure; (vii) changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions that may impede the acquisition of control of the Issuer by any person; (viii) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (ix) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or (x) any action similar to any of those enumerated above.

The Reporting Persons continually analyze and evaluate their investment in the Issuer and reserve the right to change their intentions with respect to any of the foregoing.

Item 5. Interest in Securities of Issuer

Item 5 is hereby amended and supplemented as follows:

(a), (b), (c) The Reporting Persons have not effected any transactions in the Preferred Stock or the Common Stock subsequent to the filing of the initial Schedule 13D. However, as a result of the Issuer transactions described in Item 4 of this Schedule 13D, the 76,810 shares of Preferred Stock beneficially owned by the Reporting Persons represents approximately 3.17% of the outstanding shares of Preferred Stock of the Issuer (based on 2,422,320 shares of Preferred Stock as disclosed as outstanding in the January Form 8-K).

Because the Preferred Stock currently is convertible into shares of Class A Common Stock, the Reporting Persons also are deemed under Rule 13d-3(d)(1)(i)(B) of the Exchange Act to have beneficial ownership of the shares of Class A Common Stock issuable upon conversion of the Preferred Stock. Each share of Preferred Stock currently is convertible in 2.44 shares of Class A Common Stock. Accordingly, as of the date of this Schedule 13D, the 76,810 shares of Preferred Stock beneficially owned by the Reporting Persons are convertible into approximately 187,416 shares of Class A Common Stock, representing 0.55% of the 34,194,695 shares of Class A Common Stock deemed outstanding pursuant to Rule 13d-3(d)(1)(i) of the Exchange Act (based on based on (a) 34,007,279 shares outstanding as of January 4, 2012 as disclosed in the Issuer’s From 10-Q for the quarterly period ended November 30, 2011, filed on January 12, 2012, plus (b) the shares issuable to upon the conversion of the Reporting Person’s Preferred Stock).

As of the date hereof, none of the Reporting Persons owns any shares of Preferred Stock or Class A Common Stock, other than the shares reported in this Schedule 13D.

The information set forth or incorporated by reference in Items 4 and 6 is hereby incorporated herein by reference thereto.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 is hereby amended and supplemented as follows:

Other than the Amended Lock-Up Agreement, the Reporting Persons have no contracts, arrangements, understandings or relationships (legal or otherwise) with respect to any securities of the Issuer.

Page 5 of 7 Pages

Item 7. Material to Be Filed as Exhibits

The following documents are incorporated by reference as exhibits:

1. Amendment No. 1 and Extension to the Lock-Up Agreement, dated as of January 31, 2012, by and among Zazove Associates, LLC, Corre Opportunities Fund, L.P., Kevan A. Fight, First Derivative Traders, LP, and DJD Group, LLLP.

Page 6 of 7 Pages

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.

Dated: February 3, 2012	THE DJD GROUP, LLLP
	By:	/s/ Don DeFosset
		Don DeFosset,
		General Partner
	DON DEFOSSET, Individually
	By:	/s/ Don DeFosset

Page 7 of 7 Pages

INDEX TO EXHIBITS

Exhibit Number	Description of Exhibits
1	Amendment No. 1 and Extension to the Lock-Up Agreement, dated as of January 31, 2012, by and among Zazove Associates, LLC, Corre Opportunities Fund, L.P., Kevan A. Fight, First Derivative Traders, LP, and DJD Group, LLLP.

EX-1

Exhibit 1

AMENDMENT NO. 1 AND EXTENSION to LOCK-UP AGREEMENT

This Amendment No. 1 and Extension to Lock-up Agreement (this “Amendment”), is dated as of January 31, 2012, and amends, and extends the termination date under, the Lock-up Agreement (the “Agreement”) made by and among the undersigned parties (each, a “Locked-Up Holder” and, collectively, the “Locked-Up Holders”), each solely in its capacity as a beneficial owner (as defined below) of shares of 6.25% Series A Cumulative Convertible Preferred Stock (the “Preferred Shares”) and all holders of such shares, the “Preferred Shareholders”) issued by Emmis Communications Corporation (“Emmis”).

RECITALS

A. The undersigned Locked-Up Holders wish to amend the Agreement to extend the stated term thereof to April 30, 2012.

B. Capitalized terms used herein without definition and defined in the Agreement shall have the meanings ascribed thereto in the Agreement when used herein.

AGREEMENT

NOW, THEREFORE, in consideration of the promises and the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Locked-Up Holders hereby agree as follows:

1. Amendment. Section 4(a)(i) of the Agreement is hereby amended by deleting the reference to “January 31, 2012” and replacing it with “April 30, 2012”.

2. Effect of Amendment. Except as expressly set forth in Section 1 above, the parties hereto hereby agree that the Agreement shall continue in full force and effect without other modification thereto, and the parties hereto shall continue to be bound thereby on the terms and conditions set forth therein, as modified by Section 1 above.

3. Ownership and Authority; Additional Information. Each Locked-Up Holder shall deliver to Gibson Dunn & Crutcher LLP (“Gibson Dunn”), at the address provided in Section 13 of the Agreement, a revised beneficial ownership certificate, substantially in the form attached as Annex B (the “Ownership Certificate”) to the Agreement, promptly upon any change (by acquisition, sale or otherwise) of its beneficial ownership of Preferred Shares or Common Shares. In addition, each Locked-Up Holder agrees to promptly furnish to Gibson Dunn (a) any information necessary or appropriate for the making of any required or advisable public filing or amendment thereto and (b) any other information supplementing information contained in any publicly filed statement or amendment thereto as is necessary in order to make the statements contained in such publicly filed statement or amendment not misleading.

4. Representations and Warranties. Each of the Locked-Up Holders hereby represents and warrants as to itself, that the following statements are true, correct and complete, as of the date hereof:

(a) Beneficial Ownership. It is the beneficial owner of the Emmis securities and swaps or other derivative transactions relating to Emmis securities set forth on the signature page hereto.

(b) Securities Laws. Neither it nor its affiliates or associates (i) is the beneficial owner of any securities of Emmis or is a party to any swaps or other derivative transactions relating to securities of Emmis, other than as described in the signature page hereto or (ii) has any agreement, arrangement or understanding with any person for the purpose of acquiring, holding, voting or disposing of any securities of Emmis, other than this Agreement.

(c) Power and Authority. It has all requisite power and authority to enter into this Agreement and to perform its respective obligations under this Agreement.

(d) Authorization. The execution and delivery of this Agreement and the performance of its obligations hereunder have been duly authorized by all necessary action on its part.

5. Acknowledgement. Each Locked-Up Holder agrees that it shall be responsible for compliance with any obligations such Locked-Up Holder may have pursuant to Section 13(d) or Section 16 of the Exchange Act, if any, to the extent it may be deemed part of a “Group” within the meaning of Rule 13d-5(b) under the Exchange Act or otherwise relating to its beneficial ownership of securities of Emmis (including, without limitation, making all filings, if any, required to be made by it on Schedule 13D and Forms 3, 4 and 5), it being agreed that no Locked-Up Holder shall be responsible for any such non-compliance by any other Locked-Up Holder other than itself.

6. Effectiveness. This Amendment shall not become effective and binding on the parties hereto unless and until counterpart signature pages hereto shall have been executed and delivered by the Requisite Locked-Up Holders.

7. Miscellaneous.

(a) Additional Signatories. Additional beneficial owners of Preferred Shares, with the prior consent of the Requisite Locked-Up Holders, may join and be bound by all of the terms of the Agreement, as amended hereby, by executing and delivering to all Locked-Up Holders a joinder substantially in the form attached to the Agreement as Annex A.

(b) References to Agreement. Upon effectiveness of this Amendment, all referenced to the Agreement shall mean the Agreement, as amended hereby.

8. Amendments. This Amendment may not be modified or amended except in a writing signed by the Requisite Locked-Up Holders.

9. Governing Law; Jurisdiction. This Amendment shall be construed in accordance with, and this Amendment shall be governed by, the laws of the State of New York, without regard to any conflicts of law provision which would require the application of the law of any other jurisdiction. By its execution and delivery of this Amendment, each of the Locked-Up Holders

hereby irrevocably and unconditionally agrees for itself that any legal action, suit or proceeding against it with respect to any matter under or arising out of or in connection with this Amendment or for recognition or enforcement of any judgment in any such action, suit or proceeding, may be brought in any federal or state court of competent jurisdiction in the Borough of Manhattan of The City of New York.

By execution and delivery of this Amendment, each Locked-Up Holder hereby irrevocably accepts and submits itself to the exclusive jurisdiction of any such court, generally and unconditionally, with respect to any such action, suit or proceeding and hereby waives any defense of forum non conveniens or based upon venue if such action, suit or proceeding is brought in accordance with this provision.

10. Headings. The headings of the Sections, paragraphs and subsections of this Amendment are inserted for convenience only and shall not affect the interpretation hereof.

11. Limitation on Assignment; Successors and Permitted Assigns. None of the parties hereto may assign any of its respective rights or obligations under the Agreement. The Agreement, as amended hereby, is intended to bind and inure to the benefit of the parties and their respective successors, heirs, executors, administrators and representatives.

12. Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall constitute one and the same agreement. Faxed or pdf signatures shall be valid and binding for all purposes.

13. Further Acknowledgement. The parties to this Amendment agree and acknowledge that certain Locked-Up Holders are executing this Amendment as investment advisors for, and on behalf of, certain investment funds and institutional separate accounts. Notwithstanding the foregoing, by executing this Amendment, each such Locked-Up Holder executing this Amendment in such capacity further represents and warrants to the other Locked-Up Holders that (i) it has the requisite power and authority to agree to all of the matters set forth in this Amendment with respect to the Emmis securities such Locked-Up Holder beneficially owns in its capacity as investment advisor with discretionary authority, (ii) it has the full authority on behalf of all such funds and accounts to vote, transfer and hold all the Emmis securities such Locked-Up Holder beneficially owns, and (iii) it has all requisite power and authority to enter into this Amendment and to perform its respective obligations under, this Amendment, on behalf of each such fund.

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed and delivered by its duly authorized officer as of the date first above written.

LOCKED-UP HOLDER
Zazove Associates LLC
By:	/s/ Steven M. Kleiman
	Name: Steven M. Kleiman
	Title: Chief Operating Officer
Address: 1001 Tahoe Blvd.
City/State/Zip: Incline Village, NV 89451
Country: USA
Telecopy: (847) 239-7101

Preferred Shares Beneficially Owned by Such
Locked-Up Holder:	491,510
Common Shares Beneficially Owned by Such Locked-Up Holder: -0-

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed and delivered by its duly authorized officer as of the date first above written.

LOCKED-UP HOLDER
Corre Opportunities Fund, LP
By:	/s/ John Barrett
	Name: John Barrett
	Title: Managing Partner
Address: 1370 Avenue of the Americas, 29th Floor
City/State/Zip: New York, NY 10019
Country: USA
Telecopy: (646) 863-7161

Preferred Shares Beneficially Owned by Such
Locked-Up Holder:	179,850
Common Shares Beneficially Owned by Such Locked-Up Holder: -0-

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed and delivered by its duly authorized officer as of the date first above written.

LOCKED-UP HOLDER
DJD Group LLLP
By:	/s/ Don DeFosset
	Name: Don DeFosset
	Title: General Partner
Address: 4221 W. Boy Scout Blvd. Suite 1000
City/State/Zip: Tampa, FL 33607
Country: USA
Telecopy: (813) 902-9408

Preferred Shares Beneficially Owned by Such
Locked-Up Holder:	76,810
Common Shares Beneficially Owned by Such Locked-Up Holder: -0-

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed and delivered by its duly authorized officer as of the date first above written.

LOCKED-UP HOLDER
By:	/s/ Kevin A. Fight
	Name: Kevan A. Fight
	Title: N/A
Address: 6787 Walter Waite Ct.
City/State/Zip: Brecksville, Ohio 44141
Country: USA
Telecopy: (440) 570-0202

Preferred Shares Beneficially Owned by Such
Locked-Up Holder:	57,750
Common Shares Beneficially Owned by Such Locked-Up Holder: -0-

LOCKED-UP HOLDER
First Derivative Traders LP
By: First Derivative management LLC
By:	/s/ Marten Hirsch
	Name: Marten Hirsch
	Title: Managing Member
Address: 1319 Rutland Lane
City/State/Zip: Wynnewood, PA 19096
Country: USA
Email: mhirsch@fdrv.net

Preferred Shares Beneficially Owned by Such
Locked-Up Holder:	5,500
Common Shares Beneficially Owned by Such Locked-Up Holder: -0-