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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
 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*
BERNS STEVEN
(Last) (First) (Middle)
C/O MDC PARTNERS INC.
950 THIRD AVENUE
(Street)
NEW YORK NY 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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President & CFO
3. Date of Earliest Transaction (Month/Day/Year)
03/19/2007
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)
Code V Amount (A) or (D) Price
Class A Subordinate Voting Shares 106,000(1) D
Class A Subordinate Voting Shares 03/19/2007 F 16,900 D $7.73 89,100(2) D
Financial Performance-Based Restricted Stock Class A Shares 03/20/2007 A 50,770 A $0 139,870(3) 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options(4) $10.5 08/25/2005 08/25/2009 Class A Subordinate Voting Shares 100,000 100,000 D
Stock Appreciation Rights(5) $10.5 08/25/2005 08/25/2008 Class A Subordinate Voting Shares 100,000 100,000 D
Restricted Stock Units(6) $0 08/25/2005 08/25/2007 Class A Subordinate Voting Shares 17,000 17,000 D
Explanation of Responses:
1. Includes 100,000 Financial Performance-Based Restricted Stock (Class A Shares) of the Issuer, awarded February 28, 2006. 50,000 Shares were deemed to have fully vested on March 15, 2007. The remaining portion may vest in 2008 and / or 2009 if the Issuer achieves specified financial performance targets in 2007 - 2008, and is dependent upon 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.
2. At the time the 50,000 Shares vested, the Reporting Person elected to have 16,900 of the fully vested Class A Shares withheld to satisfy I.R.S. withholding, and the remaining 33,100 fully-vested, unrestricted Shares were issued.
3. A portion of the Financial Performance-Based Restricted Stock (Class A Shares) of the Issuer awarded March 20, 2007 may vest in each of 2008, 2009, or 2010 if the Issuer achieves specified financial performance targets in 2007 - 2009, and is dependent upon continued employment.
4. Stock Options (previously granted on August 25, 2004) vest as follows: 10,000 on August 25, 2005, 15,000 on August 25, 2006, 20,000 on August 25, 2007, 25,000 on August 25, 2008, and 30,000 on August 25, 2009.
5. Stock Appreciation Rights (previously granted on August 25, 2004) 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 discretion of the Issuer.
6. Restricted Stock Units (previously granted on August 25, 2004) vest and are deemed to be automatically exercised without any action on the part of the Reporting Person. 17,000 Class A Shares may be issued on September 6, 2007.
/s/ Steven Berns 03/21/2007
** 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).
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.