SEC FORM 3

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^*

ROSENBERG GRAHAM LAWRENCE

(Last)

(First)

(Middle)

35 ABBEYWOOD TRAIL

(Street)

TORONTO ONTARIO CANADA

999999999

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/25/2004

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

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

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

5. 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 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	4,000	I	Owned by Spouse.

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Stock Appreciation Rights	01/22/2004	01/21/2007⁽¹⁾	Class A Subordinate Voting Shares⁽²⁾	65,000	$5⁽³⁾	D
Stock Appreciation Rights	07/30/2004	07/29/2007⁽¹⁾	Class A Subordinate Voting Shares⁽²⁾	13,333	$9.71⁽³⁾	D
Stock Options	06/30/2002	11/08/2011	Class A Subordinate Voting Shares	4,763	$6.56⁽³⁾	D
Stock Options	01/01/2003	04/09/2012	Class A Subordinate Voting Shares	47,625	$8.4⁽³⁾	D
Stock Options	10/09/2002	10/08/2007⁽⁴⁾	Class A Suborindate Voting Shares	65,000	$5.4⁽³⁾	D

Explanation of Responses:

1. Stock Appreciation Rights vest 1/3 on each anniversary of the grant date, expiring four years from the grant date.

2. Stock Appreciation Rights are settled in cash.

3. Canadian dollars.

4. Stock Options vest 1/5 on grant and each anniversary of the grant date, expiring five years from the grant date.

	Graham Rosenberg	03/30/2004
	** Signature of Reporting Person	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 5 (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.