-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FvSuXrjrFv6nJwbC7L2EvWNmV8U40lJqVhMXgl0szXGa2Bs64P2GkGi5C5Rv8Il/ QGfhyXaC8gqLofvjKY+rBQ== 0001085146-06-000172.txt : 20060215 0001085146-06-000172.hdr.sgml : 20060215 20060214215633 ACCESSION NUMBER: 0001085146-06-000172 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060215 DATE AS OF CHANGE: 20060214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MDC PARTNERS INC CENTRAL INDEX KEY: 0000876883 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING AGENCIES [7311] IRS NUMBER: 980364441 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-53561 FILM NUMBER: 06619563 BUSINESS ADDRESS: STREET 1: 45 HAZELTON AVE CITY: TORONTO ONTARIO CANA STATE: A6 ZIP: M5R 2E3 BUSINESS PHONE: 212 463 2777 MAIL ADDRESS: STREET 1: MDC PARTNERS INC. - LEGAL DEPT. STREET 2: 375 HUDSON STREET CITY: NEW YORK STATE: NY ZIP: 10014 FORMER COMPANY: FORMER CONFORMED NAME: MDC CORP INC DATE OF NAME CHANGE: 20001204 FORMER COMPANY: FORMER CONFORMED NAME: MDC COMMUNICATIONS CORP DATE OF NAME CHANGE: 19961028 FORMER COMPANY: FORMER CONFORMED NAME: MDC CORPORATION DATE OF NAME CHANGE: 19950419 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Robeco USA, L.L.C. CENTRAL INDEX KEY: 0000732926 IRS NUMBER: 132649199 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 909 THIRD AVENUE STREET 2: 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2129089558 MAIL ADDRESS: STREET 1: 909 THIRD AVENUE STREET 2: 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: WEISS PECK & GREER LLC DATE OF NAME CHANGE: 19950712 FORMER COMPANY: FORMER CONFORMED NAME: WEISS PECK & GREER DATE OF NAME CHANGE: 19940302 SC 13G 1 robeco13gmdcpartners021306.txt ROBECO USA UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.______)* MDC Partners Inc. - ------------------------------------------------------------------------------- (Name of Issuer) Class A Subordinate Voting Shares - ------------------------------------------------------------------------------- (Title of Class of Securities) 552697104 ------------------------------ (CUSIP Number) December 31, 2005 - ------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ X ] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) CUSIP NO. 552697104 - ------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Weiss, Peck & Greer Investments, a division of Robeco USA, L.L.C. 13-2649199 - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [x] - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------------------------- 5 SOLE VOTING POWER 0 NUMBER OF ----------------------------------------------------------------- SHARES BENEFICIALLY 6 SHARED VOTING POWER 1,685,734 OWNED BY ----------------------------------------------------------------- EACH REPORTING 7 SOLE DISPOSITIVE POWER 0 PERSON WITH ----------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER 1,685,734 - ------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,685,734 - ------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)[ x] - ------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.1% - ------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) - ------------------------------------------------------------------------------- IA - ------------------------------------------------------------------------------- Item 1 (a) Name of Issuer MDC Partners Inc. (b) Address of Issuer's Principal Executive Offices 45 HAZELTON AVE TORONTO ONTARIO CANA A6 M5R 2E3 Item 2 (a) Name of Person Filing Weiss, Peck & Greer Investments, a division of Robeco USA, L.L.C. (b) Address of Principal Business Office or, if none, Residence 909 Third Avenue, New York, NY 10022 (c) Citizenship Weiss, Peck & Greer Investments is a division of Robeco USA, L.L.C., organized under the laws of the State of Delaware. (d) Title of Class of Securities Class A Subordinate Voting Shares (e) CUSIP Number 552697104 Item 3. If this statement is filed pursuant to 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a: (a) [ ] Broker or dealer registered under section 15 of the Act (b) [ ] Bank as defined in section 3(a)(6) of the Act (c) [ ] Insurance company as defined in section 3(a)(19) of the Act (d) [ ] Investment company registered under section 8 of the Investment Company Act of 1940 (e) [X ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); (f) [ ] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) [ ] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h) [ ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) [ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). Item 4. Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: Weiss, Peck & Greer Investments, a division of Robeco USA, L.L.C.: 1,685,734 as of December 31, 2005 (b) Percent of class: Weiss, Peck & Greer Investments, a division of Robeco USA, L.L.C.: 7.1% based on 23,718,113 shares outstanding (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote Weiss, Peck & Greer Investments, a division of Robeco USA, L.L.C.: 0 (ii) Shared power to vote or to direct the vote Weiss, Peck & Greer Investments, a division of Robeco USA, L.L.C.: 1,685,734 as of December 31, 2005 (iii) Sole power to dispose or to direct the disposition of Weiss, Peck & Greer Investments, a division of Robeco USA, L.L.C.: 0 (iv) Shared power to dispose or to direct the disposition of Weiss, Peck & Greer Investments, a division of Robeco USA, L.L.C.: 1,685,734 as of December 31, 2005 Item 5. Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: [ ] Item 6. Ownership of More than Five Percent on Behalf of Another Person. This statement on Schedule 13G ("Schedule 13G") is filed by Robeco USA, L.L.C. ("Robeco"), a Delaware limited liability company which is registered as an investment adviser under Section 203 of the Investment Advisers Act of 1940, as amended. This Schedule 13G is being filed with respect to 1,685,734 shares of Class A Subordinate Voting Shares of MDC Partners Inc. (the "Common Stock") held by Weiss Peck & Greer Investments, a division of Robeco USA, L.L.C. at December 31, 2005 for the discretionary accounts of certain clients. By reason of Rule 13d-3 under the Act, Weiss Peck & Greer Investments, a division of Robeco USA, L.L.C. may be deemed to be a "beneficial owner" of such Common Stock. To the knowledge of Robeco, no person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such Common Stock which represents more than 5% of the outstanding shares of the Common Stock referred to in Item 4(b) hereof. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. Not applicable. Item 8. Identification and Classification of Members of the Group. Not applicable. Item 9. Notice of Dissolution of a Group Not applicable. Item 10. Certification By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. February 13, 2006 ---------------------------------- Date /s/ Mary Ann Iudice ---------------------------------- Signature Chief Compliance Officer, Weiss Peck & Greer Investments ---------------------------------- Name/Title Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001). ACN/Form 13G (C) 2001: Advisor Consultant Network, Inc. -----END PRIVACY-ENHANCED MESSAGE-----