SEC FORM 4

SEC Form 4

FORM 4

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
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).

1. Name and Address of Reporting Person^*

NADAL MILES

(Last)

(First)

(Middle)

PO BOX N1991

PARADISE ISLAND

(Street)

NASSAU

999999999

(City)

(State)

(Zip)

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

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

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman, President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
09/08/2005

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 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Subordinate Voting Shares⁽¹⁾	09/08/2005		J		2,235,342	D	$0⁽¹⁾⁽²⁾	0⁽³⁾	I	See footnote⁽⁴⁾
Class A Subordinate Voting Shares								1,805,811	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Pledge of Class A Subordinate Voting Shares	$0⁽¹⁾							05/31/2005	⁽¹⁾	Class A Subordinate Voting Shares	2,235,342⁽¹⁾		0	I	See footnote⁽⁴⁾

Explanation of Responses:

1. On February 25, 2000, Amadeus Capital Corporation, a company wholly-owned by Mr. Nadal, entered into a monetization program for proceeds of Cdn$35,000,000 and pledged as security to the lender a portfolio of shares that included 2,235,342 Class A subordinate voting shares of the Issuer, together with securities of other companies. Under this previously-disclosed monetization arrangement, the lender's recourse is limited to the pledged portfolio of shares. On September 8, 2005, Amadeus Capital Corporation transferred beneficial ownership of the pledged securities, including 2,235,342 Class A subordinate voting shares of the Issuer, to CIBC Capital Partners, the lender under this monetization arrangement.

2. Amadeus Capital Corporation did not receive any proceeds from this transfer of shares, which were transferred in satisfaction of the obligations under the monetization arangement described in footnote (1) above.

3. Following the transfer described in footnote (1) above, (a) Amadeus Capital Corporation does not directly or indirectly own or control any securities of the Issuer; and (b) Miles Nadal directly owns 1,805,811 Class A subordinate voting shares of the Issuer.

4. The Beneficial Owner of the shares of the Issuer, prior to transfer, was Amadeus Capital Corporation.

	Miles Nadal	09/09/2005
	** Signature of Reporting Person	Date
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** 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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