Sec Form 4 Filing - GOLDMAN SACHS GROUP INC @ Stagwell Inc - 2021-08-04

Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security.

Form 4: Statement of changes in beneficial ownership, filed before the end of the 2nd business day following the day on which a transaction resulting in a change 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 *
GOLDMAN SACHS GROUP INC
2. Issuer Name and Ticker or Trading Symbol
Stagwell Inc [ MDCA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
200 WEST STREET
3. Date of Earliest Transaction (MM/DD/YY)
08/04/2021
(Street)
NEW YORK, NY10282
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 Common Stock 08/04/2021 J 26,992,955.5 ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 8 ) D 20,991,737.48 ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 8 ) I See Footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 8 )
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
Series 4 Preferred Stock ( 2 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 8 ) 08/04/2021 08/04/2021 D 21,151 ( 2 )( 3 )( 4 )( 5 )( 6 )( 7 )( 8 ) ( 2 )( 3 )( 4 )( 5 )( 6 )( 7 )( 8 ) Class A Common Stock 6,001,218.02 ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 8 ) ( 2 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 8 ) 0 ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 8 ) I See Footenotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 8 )
Series 4 Preferred Stock ( 2 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 8 ) 08/04/2021 08/04/2021 J 73,849 ( 2 )( 3 )( 4 )( 5 )( 6 )( 7 )( 8 ) ( 2 )( 3 )( 4 )( 5 )( 6 )( 7 )( 8 ) Class A Common Stock 20,953,333.15 ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 8 ) ( 2 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 8 ) 0 ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 8 ) I See Footenotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 8 )
Series 8 Preferred Stock ( 2 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 8 ) 08/04/2021 08/04/2021 A 73,849 ( 2 )( 3 )( 4 )( 5 )( 6 )( 7 )( 8 ) ( 2 )( 3 )( 4 )( 5 )( 6 )( 7 )( 8 ) Class A Common Stock 20,953,333.15 ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 8 ) ( 2 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 8 ) 73,849 ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 8 ) I See Footenotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 8 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
GOLDMAN SACHS GROUP INC
200 WEST STREET
NEW YORK, NY10282
X
GOLDMAN SACHS & CO. LLC
200 WEST STREET
NEW YORK, NY10282
X
Broad Street Principal Investments, L.L.C.
200 WEST STREET
NEW YORK, NY10282
X
StoneBridge 2017, L.P.
200 WEST STREET
NEW YORK, NY10282-2198
X
StoneBridge 2017 Offshore, L.P.
200 WEST STREET
NEW YORK, NY10282-2198
X
Bridge Street Opportunity Advisors, L.L.C.
200 WEST STREET
NEW YORK, NY10282
X
Signatures
/s/ Jamison Yardley, Attorney-in-fact 08/06/2021
** Signature of Reporting Person Date
/s/ Jamison Yardley, Attorney-in-fact 08/06/2021
** Signature of Reporting Person Date
/s/ Jamison Yardley, Attorney-in-fact 08/06/2021
** Signature of Reporting Person Date
/s/ Jamison Yardley, Attorney-in-fact 08/06/2021
** Signature of Reporting Person Date
/s/ Jamison Yardley, Attorney-in-fact 08/06/2021
** Signature of Reporting Person Date
/s/ Jamison Yardley, Attorney-in-fact 08/06/2021
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman, Sachs & Co. LLC ("Goldman Sachs"), Broad Street Principal Investments, L.L.C. ("BSPI"), StoneBridge 2017, L.P. ("SB Employee Fund"), StoneBridge 2017 Offshore, L.P. ("SB Employee Fund Offshore," and together with SB Employee Fund, the "Employee Funds") and Bridge Street Opportunity Advisors, L.L.C ("Bridge Street"). Goldman Sachs is a subsidiary of GS Group. Goldman Sachs is the manager of BSPI and Bridge Street and the investment manager of the Employee Funds. GS Group is the direct owner of Bridge Street. Bridge Street is the general partner of each Employee Fund.
( 2 )On February 14, 2017 MDC Partners Inc. ("MDC Canada") and Broad Street Principal Investments, L.L.C. ("BSPI") entered into a Securities Purchase Agreement (as amended from time to time, the "Purchase Agreement"), pursuant to which MDC Canada agreed to issue and BSPI agreed to purchase (the "Private Placement") 95,000 Series 4 Convertible Preference Shares of MDC Canada (the "Preference Shares").
( 3 )On March 6, 2017 BSPI assigned its right to purchase 11,813 and 4,187 Preference Shares of MDC Canada to StoneBridge 2017, L.P., a Delaware limited partnership ("SB Employee Fund") and StoneBridge 2017 Offshore, L.P., a Cayman Islands exempted limited partnership ("SB Employee Fund Offshore," and together with SB Employee Fund, the "Employee Funds"), respectively, pursuant to two Assignment and Assumption Agreements. GS Group is the direct owner of BSPI and Bridge Street Opportunity Advisors, L.L.C. ("Bridge Street"). Bridge Street is the general partner of each Employee Fund.
( 4 )In December 2020, MDC Canada and Stagwell Media LP ("Stagwell") entered into a transaction agreement (the "Transaction Agreement"), providing for, among other things, the redomiciliation (the "Redomiciliation") of MDC Canada from the federal jurisdiction of Canada to the State of Delaware and the subsequent combination (the "Business Combination") of MDC Canada's business with the business of the subsidiaries of Stagwell that own and operate a portfolio of marketing services companies. The Redomiciliation, the Business Combination, and a series of related transactions are referred to herein as the "Transactions", and following such Business Combination, the combined company is referred to herein as the "Combined Company" or the "Issuer".
( 5 )In connection with the consummation of the Transactions, each Class A Subordinate Voting Share of MDC Canada was converted into one share of Class A common stock, par value $0.001 per share of the Combined Company ("Class A Common Stock"), and each Series 4 Preference Share of MDC Canada was converted into a share of Series 4 Convertible Preferred Stock, par value $0.001 per share of the Combined Company ("Series 4 Preferred Stock").
( 6 )In connection with the closing of the Transactions, on August 4, 2021, (i) the Issuer redeemed 21,151 shares of Series 4 Preferred Stock from BSPI and the Employee Funds (which were convertible into 6,001,218.02 shares of Class A Common Stock) in exchange for $25 million in cash, and (ii) BSPI and the Employee Funds delivered to the issuer, and the Issuer accepted from BSPI and the Employee Funds, 73,849 shares of Series 4 Preferred Stock (which were convertible into 20,953,333.15 shares of Class A Common Stock) in exchange for the issuance to the Holders of 73,849 shares of Series 8 Convertible Preferred Stock, par value $0.001 per share of the Combined Company (the "Series 8 Preferred Stock") having the terms set forth in the certificate of designation designating the Series 8 Preferred Stock.
( 7 )BSPI and the Employee Funds have the right to convert the Series 8 Preferred Stock into shares of Class A Common Stock in whole at any time and from time to time, and in part at any time and from time to time, subject to certain ownership limitations.
( 8 )Because of the relationship by and between GS Group, Goldman Sachs, BSPI and the Employee Funds, GS Group and Goldman Sachs may be deemed (for purposes of Rule 13d-3(a) and Rule 16a-1(a) only and not for any other applicable purpose) to beneficially own an aggregate of 20,991,737.48 shares of Class A Common Stock, consisting of (i) 17,424,273.07 shares of Class A Common Stock (deliverable to BSPI upon conversion of the Series 8 Preferred Stock directly held by BSPI), (ii) 3,529,060.08 shares of Class A Common Stock (deliverable to the Employee Funds upon conversion of the Series 8 Preferred Stock directly held by the Employee Funds), and (iii) Goldman Sachs beneficially owns directly and GS Group may be deemed to beneficially own indirectly 38,404.33 shares of Class A Common Stock.

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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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