Sec Form 4 Filing - Ross David Corwin @ MDC PARTNERS INC - 2019-06-04

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Ross David Corwin 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) See Remarks (Last) (First) (Middle) 745 FIFTH AVENUE, 19TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 06/04/2019 (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 131,738 ( 1 ) D Class A Shares 06/04/2019 A 137,500 ( 2 ) A $ 0 269,238 ( 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 ( 3 ) $ 6.6 01/31/2020 01/31/2022 Class A Shares 43,000 43,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Ross David Corwin 745 FIFTH AVENUE 19TH FLOOR NEW YORK, NY10151 See Remarks Signatures /s/ David Ross 06/05/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes shares of unvested Restricted Stock (Class A Shares) of the Issuer. ( 2 )137,500 shares of Restricted Stock (Class A Shares) of the Issuer were awarded on June 4, 2019 subject to achievement of financial performance targets and continued employment. Shares will vest in two installments on or prior to March 1, 2020 and March 1, 2021. ( 3 )SAR's granted January 31, 2017, vest on the third anniversary of the grant date and expire on January 31, 2022. These SAR's may be settled in cash or stock at the discrtion of the Issuer.

Remarks: EVP, Strategy & Corporate Development

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.