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^*

ROSENBERG GRAHAM LAWRENCE

(Last)

(First)

(Middle)

C/O MDC PARTNERS INC.

45 HAZELTON AVE.

(Street)

TORONTO

M5R 2E3

(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)
	Managing Director

3. Date of Earliest Transaction (Month/Day/Year)
08/28/2006

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)
Financial Performance-Based Rstricted Stock Units⁽¹⁾								35,000	D
Class A Subordinate Voting Shares								8,000	I	Owned by spouse.
Class A Subordinate Voting Shares	08/28/2006		S		2,800	D	$8.1⁽²⁾	5,200	I	Owned by spouse.
Class A Subordinate Voting Shares	08/29/2006		S		1,200	D	$8.1	4,000	I	Owned by spouse.

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⁾	$9.71⁽²⁾							07/30/2004	07/30/2007	Class A Subordinate Voting Shares	13,333		13,333	D
Stock Options⁽⁴⁾	$5.4⁽²⁾							10/09/2002	10/09/2007	Class A Subordinate Voting Shares	13,000		13,000	D
Stock Options⁽⁵⁾	$8.4⁽²⁾							07/31/2002	04/09/2012	Class A Subordinate Voting Shares	47,625		47,625	D

Explanation of Responses:

1. A portion of the Financial Performance-Based Restricted Stock Units (Class A Shares) of the Issuer (previously granted on February 28, 2006) may vest in each of 2007, 2008 and /or 2009 if the Issuer achieves 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 Unit Agreeement", a form of which was filed by the Issuer as an exhibit to a Form 8-K with the SEC filed with the SEC on March 2, 2006.

2. Canadian dollars.

3. Stock Appreciation Rights (previously granted on July 30, 2003) vest 1/3 on each anniversary of the grant date, expire four years from the grant date, and may be settled in cash or in stock at the option of the Issuer.

4. Stock Options (previously granted on October 9, 2002) vest 1/5 on grant and 1/5 on each anniverary of the grant date, expiring five years from the grant date.

5. Stock Options (previously granted on July 31, 2003) are deemed to have fully vested on the grant date.

	Graham L. Rosenberg	08/29/2006
	** 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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