Penn Mark Jeffery Form 5 Stagwell / Mark Jeffery Penn ownership change

SEC Form 5

FORM 5

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

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported.

X

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

Penn Mark Jeffery

(Last) (First) (Middle)

C/O THE STAGWELL GROUP LLC

1808 I STREET, NW 6TH FLOOR

(Street)

WASHINGTON DC 20006

(City) (State) (Zip)

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

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2023

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

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				Amount	(A) or (D)	Price
Class A Common Stock	05/10/2023		C4(1)	9,260,317	A	$0	23,458,154	I	See Footnote(2)(3)(4)
Class A Common Stock	05/10/2023		J4(1)	9,260,317	D	$0	14,197,837	I	See Footnote(2)(3)(4)
Class A Common Stock	05/15/2023		J4(5)	14,067,837	D	$0	130,000	I	See Footnote(2)(3)(4)
Class A Common Stock							2,540,493	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
					(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class C Common Stock	(1)(6)	05/10/2023		4C		9,260,317	(6)(7)	(7)	Class A Common Stock	9,260,317	$0	151,648,741	I	See Footnote(4)(6)

Explanation of Responses:

1. On May 10, 2023, Stagwell Media LP ("Stagwell Media") exchanged 9,260,317 Paired Equity Interests (as defined and discussed in footnote 6 hereto) for an equal number of shares of Class A Common Stock of the Issuer and distributed such shares to certain of its limited partners for no consideration. Following such distribution, Stagwell Media directly held zero shares of Class A Common Stock of the Issuer.

2. The Reporting Person is the controlling person of The Stagwell Group LLC ("Stagwell Group"). Stagwell Group is the general partner and manager of Stagwell Media and is the manager of Stagwell Agency Holdings LLC ("Agency Holdings"), which is a subsidiary of Stagwell Media. As of December 31, 2023, Stagwell Group directly held 130,000 shares of Class A Common Stock of the Issuer, and each of Stagwell Media and Agency Holdings directly held zero shares of Class A Common Stock of the Issuer.

3. Amounts reported in rows 1 and 2 of column 5 also reflect (i) the aggregate of 9,260,317 shares of Class A Common Stock of the Issuer acquired by Stagwell Media upon the exchange of an equal number of Paired Equity Interests and distributed on May 10, 2023 to certain limited partners of Stagwell Media for no consideration, as discussed in footnote 1 hereto, and (ii) the aggregate of 14,067,837 shares of Class A Common Stock of the Issuer distributed on May 15, 2023 to certain limited partners of Stagwell Media by Agency Holdings for no consideration, as discussed in footnote 5 hereto.

4. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

5. On May 15, 2023, Agency Holdings distributed 14,067,837 shares of Class A Common Stock of the Issuer to certain limited partners of Stagwell Media for no consideration. Following such distribution, Agency Holdings directly held zero shares of Class A Common Stock of the Issuer.

6. Held by Stagwell Media. The shares of Class C Common Stock 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 Stock may, at its option, exchange its Class C Common Stock, together with its corresponding economic interest in a wholly-owned subsidiary of the Issuer (collectively, a "Paired Equity Interest"), for shares of Class A Common Stock on a one-for-one basis (i.e., one Paired Equity Interest for one share of Class A Common Stock).

7. The right of any holder of the Class C Common Stock to exchange such shares for Class A Common Stock is not subject to an expiration date.

	/s/ Mark Penn	02/09/2024
	** Signature of Reporting Person	Date
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