Stagwell Inc — Director's Dealing 2010

Feb 16, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MDC PARTNERS INC (MDCA)
CIK: 0000876883
Period of Report: 2010-02-12

Reporting Person: Sabatino Michael (SVP & Chief Accounting Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-02-12	Restricted Stock (Class A Shares)	A	29138	—	Acquired	97354	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Shares	68216	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Appreciation Rights	$3.72	2014-02-12	Class A Shares (128205)	128205	Direct

Footnotes

F1: Includes shares of unvested Restricted Stock (Class A Shares) of the Issuer, a portion of which are subject to achievement by
the Issuer of financial performance targets.

F2: All 29,138 shares of Restricted Stock (Class A Shares) of the Issuer awarded on February 12, 2010 will vest on February 12,
2013, subject to accelerated vesting in 2011 and / or 2012 if the Issuer achieves specified financial performance targets in
2011 and 2012, subject to the Reporting Person's continued employment.

F3: Stock Appreciation Rights ("SARs") granted February 12, 2009, vest 33% on the first anniversary of the grant date, 33% on the
second anniversary of the grant date, and 34% on the third anniversary of the grant date, and expire on February 12, 2014.
These SARs may be settled in cash or stock, at the discretion of the Issuer.