Stagwell Inc — Director's Dealing 2013

Mar 7, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MDC PARTNERS INC (MDCA)
CIK: 0000876883
Period of Report: 2013-03-07

Reporting Person: DAVIDSON THOMAS N (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-03-07	Restricted Stock (Class A Shares)	A	6570	—	Acquired	179988	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Shares	173418	Direct
Class A Shares	50000	Indirect

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 6,570 Class A Shares of Restricted Stock of the Issuer, granted on March 7, 2013, 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 ten (10) years from 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.