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^*

PUSTIL STEPHEN

(Last)

(First)

(Middle)

C/O MDC PARTNERS INC.

45 HAZELTON AVE

(Street)

TORONTO CANADA

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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Vice Chairman

3. Date of Earliest Transaction (Month/Day/Year)
11/14/2007

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)
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 Shares								78,874	D
Restricted Stock Units								9,000⁽¹⁾⁽²⁾	D
Restricted Stock Units⁽³⁾	11/14/2007		A		11,553	A	$0	20,553⁽¹⁾⁽²⁾	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 Options⁽⁴⁾	$10.66⁽⁵⁾							06/11/2003	06/11/2008	Class A Shares	25,000		25,000	D
Stock Options⁽⁴⁾	$10.66⁽⁵⁾							06/11/2003	06/11/2008	Class A Shares	4,000		4,000	D
Stock Options⁽⁶⁾	$56.43⁽⁵⁾							02/22/2000	03/22/2010	Class A Shares	1,905		1,905	D
Stock Options⁽⁷⁾	$9.19⁽⁵⁾							04/29/2002	04/28/2012	Class A Shares	1,905		1,905	D

Explanation of Responses:

1. Includes 5,000 Financial Performance-Based Restricted Stock Units (Class A Shares) of the Issuer ("FBP RSU's"), previously granted on February 28, 2006, a portion of which may vest may vest in each of 2008 and / or 2009 if the Issuer achieves specified financial performance targets in 2007 - 2008.

2. Includes 4,000 Restricted Stock Units which will vest on the third anniversary of the date of grant, subject to potential accelerated vesting in specified circumstances. Upon vesting, each restricted stock unit represents the right to receive one Class A Share of the Issuer.

3. The Restricted Stock Units of the Issuer granted to the Reporting Person on November 14, 2007 will vest on the third anniversary of the grant date (November 14, 2010), and may only be sold if the Reporting Person is in compliance with the Issuer's Stock Ownership Guidelines.

4. These Stock Options (previously granted on June 11, 2003) vest 1/3 on the grant date, 1/3 on the following 2 anniversaries of the grant date, and expire five (5) years from the grant date.

5. Canadian dollars.

6. These Stock Options were granted on July 31, 2003 and were fully vested at grant, and expire ten (10) years from the grant date.

7. These Stock Options were granted on July 31, 2003 and vest 1/3 on the initial vesting date, 1/3 on each of the next two anniversaries of the initial vesting date, and expire on April 28, 2012.

	/s/ Stephen Pustil	11/15/2007
	** 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).
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