Stagwell Inc — Director's Dealing 2012

Feb 15, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MDC PARTNERS INC (MDCA)
CIK: 0000876883
Period of Report: 2012-02-14

Reporting Person: NADAL MILES (Director, Chairman, CEO and President, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-14	Restricted Stock Units (Class A Shares)	A	456578	—	Acquired	5081210	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Appreciation Rights	$3.72	2014-02-12	Class A Shares (2083333)	2083333	Direct
Extraordinary Equity Value Appre. Restricted Stock Awards	$	2013-12-31	Restricted Stock Units (900000)	900000	Direct

Footnotes

F1: Includes unvested Restricted Stock Units (Class A Shares) of the Issuer ("RSUs").

F2: All 456,578 RSUs awarded on February 14, 2012 will vest on the third anniversary of issuance, subject to accelerated vesting in 2013 and/or 2014 if the Issuer achieves specified financial performance targets in 2012 and 2013, subject to the Reporting Person's continued employment. Of such amount, 344,828 RSUs were awarded as an LTIP Equity Incentive pursuant to the Reporting Person's Management Services Agreement.

F3: A total of 2,083,333 Stock Appreciation Rights ("SARs") were granted February 12, 2009, all of which are vested as of January 20, 2012, and all such SARs 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 Restricted Stock Units on a one-to-one basis upon the Issuer's achievement of stock price targets equal to $20.00 (300,000 EVARs), $22.75 (300,000 EVARs) and $26.25 (300,000 EVARs), as described in greater detail in the EVAR Letter Agreement.