Sec Form 4 Filing - Penn Mark Jeffery @ Stagwell Inc - 2021-08-02

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 Stagwell Inc [ STGW] 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) 08/02/2021 (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

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 Class C Common Shares ( 1 ) 08/02/2021 A 179,970,051 12/04/2021 ( 2 ) Class A Common Shares 179,970,051 $ 198,000,000 0 I See Footnote ( 1 )

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 08/04/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Reporting Person is the controlling person of Stagwell Media LP ("Stagwell Media"). Stagwell Media directly holds 160,864,073 Class C Common Shares of the Issuer. Stagwell Media is the manager of Stagwell Friends and Family LLC, which directly holds 19,105,978 Class C Common Shares of the Issuer. The Class C Common Shares are voting-only shares that have no economic interest in the Issuer and are not registered or listed shares. The holder of Class C Common Shares, may, at its option, exchange its Class C Common Shares, together with its corresponding economic interest in a wholly-owned subsidiary of the Issuer (collectively, a "Paired Equity Interest"), for Class A Common Shares on a one-to-one basis (i.e., one Paired Equity Interest for one Class A Common Share). The Class C Common Shares are subject to a lock-up agreement that prevents the holder thereof from exchanging such Class C Common Shares for Class A Common Shares until February 2, 2022. ( 2 )The right of any holder of Class C Common Shares to exchange such shares for Class A Common Shares is not subject to an expiration date.

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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