Stagwell Inc — Director's Dealing 2011

Aug 3, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MDC PARTNERS INC (MDCA)
CIK: 0000876883
Period of Report: 2011-08-03

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-08-03	Class A Shares	P	350	$18.60	Acquired	121851	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Shares	121501	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Appreciation Rights	$3.72	2014-02-12	Class A Shares (128205)	128205	Direct
Extraordinary Equity Value Appre. Restricted Stock Awards	$	2013-12-31	Restricted Stock (45000)	45000	Direct

Footnotes

F1: Includes shares of unvested Restricted Stock (Class A Shares) of the Issuer.

F2: Represents open market purchases.

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

F4: These Extraordinary Equity Value Appreciation Restricted Stock Awards ("EVARs") granted under the Issuer's EVARs program (previously disclosed by the Issuer on Form 8-K dated January 26, 2011) represent the right to receive shares of Restricted Stock on a one-to-one basis upon the Issuer's achievement of stock price targets equal to $20.00 (15,000 EVARs), $22.75 (15,000 EVARs) and $26.25 (15,000 EVARs), as described in greater detail in the EVAR Letter Agreement.