Stagwell Inc — Director's Dealing 2020

May 21, 2020

SEC Form 4/A — Form 4/A

Issuer: MDC PARTNERS INC (MDCA)
CIK: 0000876883
Period of Report: 2020-03-24

Reporting Person: Penn Mark Jeffery (Director, Chief Executive Officer, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-03-26	Class A Subordinate Voting Shares	P	15000	$1.68	Acquired	14400714	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Subordinate Voting Shares	602500	Direct

Footnotes

F1: This amendment is to include a transaction inadvertently omitted from the Form 4 filed by the Reporting Person on March 26, 2020.

F2: The purchase price reported in Column 4 is an average price. These shares were purchased in multiple transactions at prices ranging from $1.64 to $1.73, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

F3: The amount of securities beneficially owned reported in Column 5 reflects the number as of the date of filing of this amendment, and includes shares purchased and reported on Form 4 subsequent to the March 26, 2020 filing of the Form 4 that is the subject of this amendment.

F4: The Class A Subordinate Voting Shares purchased in this transaction were purchased directly by The Stagwell Group LLC ("Stagwell"). The Reporting Person is the controlling person of Stagwell. As of the date of filing of this amendment, Stagwell directly holds 115,000 Class A Subordinate Voting Shares of the Issuer. Stagwell is the manager of Stagwell Agency Holdings LLC, which directly holds 14,285,714 Class A Subordinate Voting Shares of the Issuer. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

F5: Includes 577,500 shares of unvested Restricted Stock (Class A Subordinate Voting Shares) of the Issuer.