Stagwell Inc — Director's Dealing 2014

May 16, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MDC PARTNERS INC (MDCA)
CIK: 0000876883
Period of Report: 2014-05-16

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-05-16	Class A Shares	S	3500000	$23.14	Disposed	5692383	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Shares	9192383	Direct

Footnotes

F1: Includes 91,810 unvested Restricted Stock Units (Class A Shares) of the Issuer ("RSUs").

F2: Mr. Nadal sold 3,500,000 Class A Shares in an underwritten offering pursuant to an effective registration statement previously filed with the Securities and Exchange Commission. In addition, Mr. Nadal agreed to pay an amount equal to $57,700 to the Issuer as a deemed short-swing profit pursuant to Section 16(b) of the Securities Exchange Act of 1934 (as amended), relating to the trade reported on this Form 4.