Stagwell Inc — Director's Dealing 2024

Feb 9, 2024

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: Stagwell Inc (STGW)
CIK: 0000876883
Period of Report: 2023-12-31

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-05-10	Class A Common Stock	C	9260317	—	Acquired	23458154	Indirect
2023-05-10	Class A Common Stock	J	9260317	—	Disposed	14197837	Indirect
2023-05-15	Class A Common Stock	J	14067837	—	Disposed	130000	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-05-10	Class C Common Stock	$	C	9260317	Disposed		Class A Common Stock (9260317)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	2540493	Direct

Footnotes

F1: On May 10, 2023, Stagwell Media LP ("Stagwell Media") exchanged 9,260,317 Paired Equity Interests (as defined and discussed in footnote 6 hereto) for an equal number of shares of Class A Common Stock of the Issuer and distributed such shares to certain of its limited partners for no consideration. Following such distribution, Stagwell Media directly held zero shares of Class A Common Stock of the Issuer.

F2: The Reporting Person is the controlling person of The Stagwell Group LLC ("Stagwell Group"). Stagwell Group is the general partner and manager of Stagwell Media and is the manager of Stagwell Agency Holdings LLC ("Agency Holdings"), which is a subsidiary of Stagwell Media. As of December 31, 2023, Stagwell Group directly held 130,000 shares of Class A Common Stock of the Issuer, and each of Stagwell Media and Agency Holdings directly held zero shares of Class A Common Stock of the Issuer.

F3: Amounts reported in rows 1 and 2 of column 5 also reflect (i) the aggregate of 9,260,317 shares of Class A Common Stock of the Issuer acquired by Stagwell Media upon the exchange of an equal number of Paired Equity Interests and distributed on May 10, 2023 to certain limited partners of Stagwell Media for no consideration, as discussed in footnote 1 hereto, and (ii) the aggregate of 14,067,837 shares of Class A Common Stock of the Issuer distributed on May 15, 2023 to certain limited partners of Stagwell Media by Agency Holdings for no consideration, as discussed in footnote 5 hereto.

F4: 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: On May 15, 2023, Agency Holdings distributed 14,067,837 shares of Class A Common Stock of the Issuer to certain limited partners of Stagwell Media for no consideration. Following such distribution, Agency Holdings directly held zero shares of Class A Common Stock of the Issuer.

F6: Held by Stagwell Media. The shares of Class C Common Stock are voting-only shares that have no economic interest in the Issuer and are not registered or listed shares. The holder of Class C Common Stock may, at its option, exchange its Class C Common Stock, together with its corresponding economic interest in a wholly-owned subsidiary of the Issuer (collectively, a "Paired Equity Interest"), for shares of Class A Common Stock on a one-for-one basis (i.e., one Paired Equity Interest for one share of Class A Common Stock).

F7: The right of any holder of the Class C Common Stock to exchange such shares for Class A Common Stock is not subject to an expiration date.