Stagwell Inc — Director's Dealing 2019

Mar 26, 2019

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: MDC PARTNERS INC (MDCA)
CIK: 0000876883
Period of Report: 2019-03-14

Reporting Person: Stagwell Agency Holdings LLC (10% Owner)
Reporting Person: Stagwell Group LLC (10% Owner)
Reporting Person: Penn Mark Jeffery (Director, Chief Executive Officer, 10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Subordinate Voting Shares	14285714	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series 6 convertible preference shares	$5.00		Class A Subordinate Voting Shares (10000000)		Indirect

Footnotes

F1: These securities are held directly by Stagwell Agency Holdings LLC ("SAH"). The Stagwell Group LLC is the manager of SAH. Mark J. Penn is the controlling person of The Stagwell Group LLC.

F2: Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein.

F3: The number of Class A Subordinate Voting Shares ("Class A Shares") of MDC Partners Inc. (the "Issuer") deliverable upon conversion of each Series 6 convertible preference shares of the Issuer (the "Preference Shares") is equal to the then-applicable liquidation preference divided by the then-applicable conversion price at such time. The initial liquidation preference of each Preference Share is $1,000. The initial conversion price is $5.00 per Preference Share, subject to customary anti-dilution adjustments. The liquidation preference of the Preference Shares accretes at 8.0% per annum, compounded quarterly until March 14, 2024. Holders of the Preference Shares are entitled to dividends in an amount equal to any dividends that would have been payable on the Class A Shares issuable upon conversion of the Preference Shares. Beginning two years after the Issue Date, the Issuer may redeem the Preferred Stock if certain conditions are met.