Sec Form 4 Filing - Swartzman Gavin @ MDC PARTNERS INC - 2012-08-16

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Swartzman Gavin
2. Issuer Name and Ticker or Trading Symbol
MDC PARTNERS INC [ MDCA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Managing Director
(Last) (First) (Middle)
C/O MDC PARTNERS INC., 45 HAZELTON AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
08/16/2012
(Street)
TORONTO, A6M5R 2E3
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Shares 08/17/2012 S 9,255 D $ 9.51 102,690 ( 1 ) ( 2 ) D
Class A Shares 08/16/2012 S 1,855 D $ 9.52 100,835 ( 1 ) ( 2 ) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Appreciation Rights ( 3 ) $ 3.72 02/12/2010 02/12/2014 Class A Shares 182,069 182,069 D
Extraordinary Equity Value Appre. Restricted Stock Awards ( 4 ) ( 4 ) ( 4 ) 12/31/2013 Restricted Stock Units 45,000 45,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Swartzman Gavin
C/O MDC PARTNERS INC.
45 HAZELTON AVENUE
TORONTO, A6M5R 2E3
Managing Director
Signatures
/s/ Gavin Swartzman 08/20/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Includes unvested Restricted Stock Units (Class A Shares) of the Issuer.
( 2 )A total of 20,392 Restricted Stock Units (Class A Shares) granted in 2010 and 2011 vested on January 20, 2012. The Reporting Person elected to have a total of 9,785 Class A Shares withheld by the Issuer to satisfy tax withholding requirements.
( 3 )Stock Appreciation Rights ("SARs") granted February 12, 2009, all of which are vested as of January 20, 2012, and all expire on February 12, 2014. These SARs may be settled in cash or stock, at the discretion of the Issuer.
( 4 )Extraordinary Equity Value Appreciation Restricted Stock Awards ("EVARs") under the Issuer's EVARs program (previously disclosed by the Issuer on Form 8-K dated January 26, 2011) represent the right to receive Restricted Stock Units on a one-to-one basis upon the Issuer's achievement of stock price targets equal to $20.00 (15,000 EVARs), $22.75 (15,000 EVARs) and $26.25 (15,000 EVARs), as described in greater detail in the EVAR Letter Agreement.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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