Stagwell Form 3 MDC PARTNERS / Mark Jeffery Penn ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Stagwell Agency Holdings LLC

(Last) (First) (Middle)

C/O THE STAGWELL GROUP LLC

1808 EYE STREET, NW, SIXTH FLOOR

(Street)

WASHINGTON DC 20006

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/14/2019

3. Issuer Name and Ticker or Trading Symbol
MDC PARTNERS INC [ MDCA ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Subordinate Voting Shares	14,285,714	I	See Footnotes(1)(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series 6 convertible preference shares	(3)	(3)	Class A Subordinate Voting Shares	10,000,000(3)	5(3)	I	See Footnotes(1)(2)

1. Name and Address of Reporting Person^*

Stagwell Agency Holdings LLC

(Last) (First) (Middle)

C/O THE STAGWELL GROUP LLC

1808 EYE STREET, NW, SIXTH FLOOR

(Street)

WASHINGTON DC 20006

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Stagwell Group LLC

(Last) (First) (Middle)

1808 EYE STREET, NW, SIXTH FLOOR

(Street)

WASHINGTON DC 20006

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Penn Mark Jeffery

(Last) (First) (Middle)

C/O THE STAGWELL GROUP LLC

1808 EYE STREET, NW, SIXTH FLOOR

(Street)

WASHINGTON DC 20006

(City) (State) (Zip)

Explanation of Responses:

1. These securities are held directly by Stagwell Agency Holdings LLC ("SAH"). The Stagwell Group LLC is the manager of SAH. Mark J. Penn is the controlling person of The Stagwell Group LLC.

2. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein.

3. The number of Class A Subordinate Voting Shares ("Class A Shares") of MDC Partners Inc. (the "Issuer") deliverable upon conversion of each Series 6 convertible preference shares of the Issuer (the "Preference Shares") is equal to the then-applicable liquidation preference divided by the then-applicable conversion price at such time. The initial liquidation preference of each Preference Share is $1,000. The initial conversion price is $5.00 per Preference Share, subject to customary anti-dilution adjustments. The liquidation preference of the Preference Shares accretes at 8.0% per annum, compounded quarterly until March 14, 2024. Holders of the Preference Shares are entitled to dividends in an amount equal to any dividends that would have been payable on the Class A Shares issuable upon conversion of the Preference Shares. Beginning two years after the Issue Date, the Issuer may redeem the Preferred Stock if certain conditions are met.

Remarks:

Effective as of March 18, 2019, Mark J. Penn became the chief executive officer and a director of the Issuer.

	STAGWELL AGENCY HOLDINGS LLC, By: The Stagwell Group LLC, its manager, /s/ Mark J. Penn, Manager	03/26/2019
	THE STAGWELL GROUP LLC, /s/ Mark J. Penn, Manager	03/26/2019
	/s/ Mark J. Penn	03/26/2019
	** Signature of Reporting Person	Date
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