Sec Form 4 Filing - Penn Mark Jeffery @ 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 Penn Mark Jeffery 2. Issuer Name and Ticker or Trading Symbol MDC PARTNERS INC [ MDCA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) C/O THE STAGWELL GROUP LLC, 1808 I STREET, NW 6TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 11/04/2019 (Street) WASHINGTON, DC20006 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 577,500 ( 1 ) A $ 0 577,500 ( 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 ) $ 2.19 03/18/2020( 2 ) 03/18/2024 Class A Shares 1,500,000 1,500,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Penn Mark Jeffery C/O THE STAGWELL GROUP LLC 1808 I STREET, NW 6TH FLOOR WASHINGTON, DC20006 X X Chief Executive Officer Signatures /s/ Mark Penn 11/06/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )577,500 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 )SARs granted April 5, 2019 to the reporting person vest and are exercisable in three equal installments (each consisting of 500,000 underlying Class A Shares) on each of the first three (3) anniversaries of March 18, 2019, and expire on March 18, 2024. These SAR's shall be settled in the form of Class A Shares, subject to certain regulatory exceptions upon which the SARs may be settled in cash.

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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