Stagwell Inc — Director's Dealing 2017

Feb 1, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MDC PARTNERS INC (MDCA)
CIK: 0000876883
Period of Report: 2017-01-31

Reporting Person: Gendel Mitchell (Gen. Counsel & Corp. Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-01-31	Class A Shares	A	80000	—	Acquired	274668	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-01-31	Stock Appreciation Rights	$6.6	A	50000	Acquired	2022-01-31	Class A Shares (50000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Shares	194668	Direct

Footnotes

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

F2: All 80,000 shares of Restricted Stock (Class A Shares) of the Issuer awarded on January 31, 2017 will vest only upon achievement of financial performance targets in 2017-2019, subject to continued employment.

F3: SAR's granted January 31, 2017, vest on the third anniversary of the grant date, and expire on January 31, 2022. These SAR's may be settled in cash or stock, at the discretion of the Issuer.