Stagwell Inc — Director's Dealing 2012

Jan 24, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MDC PARTNERS INC (MDCA)
CIK: 0000876883
Period of Report: 2012-01-20

Reporting Person: PUSTIL STEPHEN (Director, Vice Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-01-20	Class A Shares	J	0	—	Acquired	205622	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Shares	205622	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Options	$9.19	2012-04-29	Class A Shares (1905)	1905	Direct
Stock Appreciation Rights	$3.72	2014-02-12	Class A Shares (129310)	129310	Direct
Extraordinary Equity Value Appre. Restricted Stock Awards	$	2013-12-31	Restricted Stock Units (45000)	45000	Direct

Footnotes

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

F2: The Reporting Person is disclosing on a voluntary basis that a total of 23,243 Restricted Stock Units (Class A Shares) of the Issuer, the acquisition of which was previously reported on the Reporting Person's Forms 4 dated March 8, 2011, March 11, 2010, and February 16, 2010, vested on January 20, 2012.

F3: Canadian dollars.

F4: A total of 129,310 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.

F5: Extraordinary Equity Value Appreciation Restricted Stock Awards ("EVARs") 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 (15,000 EVARs), $22.75 (15,000 EVARs) and $26.25 (15,000 EVARs), as described in greater detail in the EVAR Letter Agreement.