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: Doft David B. (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-01-20	Class A Shares	F	13950	$13.39	Disposed	87629	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Shares	1000	Indirect

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: Held in a UTMA account for benefit of a minor child of the Reporting Person.

F2: Includes shares of unvested Restricted Stock (Class A Shares) of the Issuer.

F3: A total of 33,870 shares of Restricted Stock (Class A Shares) granted in 2010 and 2011 vested on January 20, 2012. The Reporting Person elected to have a total of 13,950 Class A Shares withheld by the Issuer to satisfy tax withholding requirements.

F4: SARs granted February 12, 2009, all of which are vested as of January 20, 2012, and all expire on February 12, 2014. These SARs may be settled in cash or stock, at the discretion of the Issuer.

F5: 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.