Sec Form 4 Filing - Lanuto Frank P @ MDC PARTNERS INC - 2019-11-04

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 Lanuto Frank P 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) EVP, Chief Financial Officer (Last) (First) (Middle) C/O MDC PARTNERS INC., 745 FIFTH AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 11/04/2019 (Street) NEW YORK, NY10151 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 11/04/2019 A 99,000 ( 1 ) A $ 0 99,000 ( 1 ) 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 ( 2 ) $ 2.91 06/10/2020 06/10/2024 Class A Shares 225,000 225,000 D Stock Appreciation Rights ( 3 ) $ 5 06/10/2020 06/10/2024 Class A Shares 225,000 225,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Lanuto Frank P C/O MDC PARTNERS INC. 745 FIFTH AVENUE NEW YORK, NY10151 EVP, Chief Financial Officer Signatures /s/ Frank Lanuto 11/06/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )99,000 shares of Restricted Stock (Class A Shares) of the Issuer were awarded on November 4, 2019. Shares will vest on December 31, 2022 subject to achievement of financial performance targets and continued employment. ( 2 )225,000 SARs granted June 12, 2019, with a base price of $2.91 (the average closing price over the ten-day trading period beginning May 24, 2019 and ending June 7, 2019), will vest in three equal installments on June 10, 2020, June 10, 2021 and June 10, 2022, subject to the Reporting Person's continued employment with the Company through each of the vesting dates. These SARs are to be settled in stock. ( 3 )225,000 SARs granted June 12, 2019, with a base price of $5.00, will vest in three equal installments on June 10, 2020, June 10, 2021 and June 10, 2022, subject to the Reporting Person's continued employment with the Company through each of the vesting dates. These SARs are to be settled in 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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