Stagwell Inc — Director's Dealing 2012

Feb 16, 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: Kauffman Scott L (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-14	Restricted Stock (Class A Shares)	A	6536	—	Acquired	35734	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Shares	29198	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Options	$8.95	2016-04-28	Class A Shares (25000)	25000	Direct
SARs	$3.72	2014-03-09	Class A Shares (10000)	10000	Direct

Footnotes

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

F2: These 6,536 shares of Restricted Stock (Class A Shares) of the Issuer, granted on February 14, 2012, will vest on the third anniversary of the grant date, contingent upon certain events and the Reporting Person's continued service as a director through the vesting date.

F3: Stock Options (previously granted on April 28, 2006) vest over five (5) years from the grant date: 20% (5,000 options) on the first anniversary of the grant date, an additional 20% on each of the next four (4) succeeding anniversaries of the grant date, and expire on the tenth anniversary of the grant date.

F4: The Stock Appreciation Rights ("SARs") granted on March 10, 2009, all of which are vested as of January 20, 2012, expire five (5) years from the Grant Date.