Stagwell Inc — Director's Dealing 2020

May 18, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MDC PARTNERS INC (MDCA)
CIK: 0000876883
Period of Report: 2020-05-13

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-05-13	Class A Subordinate Voting Shares	P	50000	$1.095	Acquired	14385714	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Subordinate Voting Shares	602500	Direct

Footnotes

F1: The purchase price reported in Column 4 is an average price. These shares were purchased in multiple transactions at prices ranging from $1.085 and $1.11, 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 sold at each separate price within the ranges set forth in this footnote.

F2: 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. Following this transaction, Stagwell directly holds 100,000 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.

F3: Includes 577,500 shares of unvested Restricted Stock (Class A Subordinate Voting Shares) of the Issuer.