SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* Swartzman Gavin (Last) (First) (Middle) C/O MDC PARTNERS INC. 45 HAZELTON AVENUE (Street) TORONTO A6 M5R 2E3 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 03/06/2006	3. Issuer Name and Ticker or Trading Symbol MDC PARTNERS INC [ MDCA ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Managing Director	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Subordinate Voting Shares	1,000	D
Financial Performance-Based Restricted Stock Units (Class A)(1)	35,000	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options(2)	10/09/2002	10/09/2007	Class A Subordinate Voting Shares	21,000	$5.4(3)	D
Stock Appreciation Rights(4)	01/22/2004	01/22/2007	Class A Subordinate Voting Shares	35,000	$5(3)	D
Stock Appreciation Rights(4)	08/24/2005	08/24/2008	Class A Subordinate Voting Shares	30,000	$13.61(3)	D

Explanation of Responses:

1. A portion of the Financial Performance-Based Restricted Stock Units (Class A Shares) of the Issuer 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 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. Stock Options (previously granted on October 9, 2002) vest 1/5 on grant, 1/5 on each of the following four anniversaries of the grant date, expiring five years from the grant date.

3. Canadian dollars.

4. Stock Appreciation Rights of the Issuer (previously granted on January 22, 2003 or on August 24, 2004) vest 1/3 on each anniversary of the grant date, expire 4 years from the grant date, and are settled in cash or stock, at the option of the Issuer.

	Gavin Swartzman	03/08/2006
	** 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 5 (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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