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^*

PORTER CHARLES K

(Last)

(First)

(Middle)

C/O MDC PARTNERS INC.

950 THIRD AVENUE, 5TH FLOOR

(Street)

NEW YORK

10022

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/28/2006

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⁾								109,455	D
Class A Subordinate Voting Shares⁽¹⁾								8,431	I	Owned by children
Financial Performance-Based Restricted Stock (Class A Shares⁽²⁾	02/28/2006		A		25,000	A	$0	142,886	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)
Stock Appreciation Rights⁽³⁾	$10⁽⁴⁾							07/31/2004	07/31/2007	Class A Subordinate Voting Shares	250,000		250,000	D
Stopck Appreciation Rights⁽³⁾	$12							02/24/2005	02/24/2005	Class A Subordinate Voting Shares	100,000		100,000	D
Stock Options⁽⁵⁾	$13.25							01/12/2002	01/12/2011	Class A Subordinate Voting Shares	1,709		1,709	D
Stock Options⁽⁵⁾	$13.25							08/15/2002	08/15/2011	Class A Subordinate Voting Shares	1,014		1,014	D

Explanation of Responses:

1. A portion of the Class A Subordinate Voting Shares were acquired by Mr. Porter prior to his becoming a reporting person of the Issuer (previously reported on a Form 3 filed with the SEC on March 29, 2004). A portion of such Shares were acquired on August 5, 2005 and August 12, 2005 (previously reported on Forms 4 filed with the SEC on August 11, 2005 and August 15, 2005).

2. A portion of the Financial Performance-Based Restricted Stock (Class A Shares) of the Issuer may vest in each of 2007, 2008 and / or 2009 if the Issuer chieves specified financial performance targets in 2006 - 2008, and is dependent on continued employment. Such financial targets are set forth in a "Financial Performance-Based Restricted Stock Agreement", a form of which was filed by the Issuer as an exhibit to a Form 8-K filed with the SEC on March 2, 2006.

3. Stock Appreciation Rights (previously granted on July 31, 2003 or on February 24, 2004) vest 1/3 on each anniversary of the grant date, expire four years from the grant date, and may be settled in cash.

4. Canadian dollars.

5. Stock Options (previously granted on January 12, 2001 or on August 15, 2001) vest 1/5 on each of the first two anniversaries of the grant date and 3/5 on the third anniversary of the grant date, expiring ten years from the grant date.

	Charles K. Porter	03/03/2006
	** 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 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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