0000895345-21-000694.txt : 20210806 0000895345-21-000694.hdr.sgml : 20210806 20210806172406 ACCESSION NUMBER: 0000895345-21-000694 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210804 FILED AS OF DATE: 20210806 DATE AS OF CHANGE: 20210806 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Gross Bradley J. CENTRAL INDEX KEY: 0001447253 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13718 FILM NUMBER: 211153921 MAIL ADDRESS: STREET 1: 85 BROAD STREET CITY: NEW YORK STATE: NY ZIP: 10004 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Stagwell Inc CENTRAL INDEX KEY: 0000876883 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING AGENCIES [7311] IRS NUMBER: 980364441 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: ONE WORLD TRADE CENTER, FLOOR 65 CITY: NEW YORK STATE: NY ZIP: 10007 BUSINESS PHONE: 646 429 1800 MAIL ADDRESS: STREET 1: ONE WORLD TRADE CENTER, FLOOR 65 CITY: NEW YORK STATE: NY ZIP: 10007 FORMER COMPANY: FORMER CONFORMED NAME: MDC Stagwell Holdings Inc DATE OF NAME CHANGE: 20210729 FORMER COMPANY: FORMER CONFORMED NAME: MDC PARTNERS INC DATE OF NAME CHANGE: 20040206 FORMER COMPANY: FORMER CONFORMED NAME: MDC CORP INC DATE OF NAME CHANGE: 20001204 4 1 form4.xml X0306 4 2021-08-04 0000876883 Stagwell Inc MDCA 0001447253 Gross Bradley J. C/O GOLDMAN, SACHS & CO., 200 WEST ST NEW YORK NY 10282 true Class A Common Stock 2021-08-04 4 J 0 26992955.5 D 20991737.48 I See Footnotes Series 4 Preferred Stock 2021-08-04 2021-08-04 4 D 0 21151 D Class A Common Stock 6001218.02 0 I See Footnotes Series 4 Preferred Stock 2021-08-04 2021-08-04 4 J 0 73849 D Class A Common Stock 20953333.15 0 I See Footnotes Series 8 Preferred Stock 2021-08-04 2021-08-04 4 A 0 73849 A Class A Common Stock 20953333.15 73849 I See Footnoes The Reporting Person is a managing director of Goldman, Sachs & Co. ("Goldman Sachs"). Goldman Sachs is a subsidiary of The Goldman Sachs Group, Inc. ("GS Group"). The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein, if any. On February 14, 2017 MDC Partners Inc. ("MDC Canada") and Broad Street Principal Investments, L.L.C. ("BSPI") entered into a Securities Purchase Agreement (as amended from time to time, the "Purchase Agreement"), pursuant to which MDC Canada agreed to issue and BSPI agreed to purchase (the "Private Placement") 95,000 Series 4 Convertible Preference Shares of MDC Canada (the "Preference Shares"). On March 6, 2017 BSPI assigned its right to purchase 11,813 and 4,187 Preference Shares of MDC Canada to StoneBridge 2017, L.P., a Delaware limited partnership ("SB Employee Fund") and StoneBridge 2017 Offshore, L.P., a Cayman Islands exempted limited partnership ("SB Employee Fund Offshore," and together with SB Employee Fund, the "Employee Funds"), respectively, pursuant to two Assignment and Assumption Agreements. GS Group is the direct owner of BSPI and Bridge Street Opportunity Advisors, L.L.C. ("Bridge Street"). Bridge Street is the general partner of each Employee Fund. In December 2020, MDC Canada and Stagwell Media LP ("Stagwell") entered into a transaction agreement (the "Transaction Agreement"), providing for, among other things, the redomiciliation (the "Redomiciliation") of MDC Canada from the federal jurisdiction of Canada to the State of Delaware and the subsequent combination (the "Business Combination") of MDC Canada's business with the business of the subsidiaries of Stagwell that own and operate a portfolio of marketing services companies. The Redomiciliation, the Business Combination, and a series of related transactions are referred to herein as the "Transactions", and following such Business Combination, the combined company is referred to herein as the "Combined Company" or the "Issuer". In connection with the consummation of the Transactions, each Class A Subordinate Voting Share of MDC Canada was converted into one share of Class A common stock, par value $0.001 per share of the Combined Company ("Class A Common Stock"), and each Series 4 Preference Share of MDC Canada was converted into a share of Series 4 Convertible Preferred Stock, par value $0.001 per share of the Combined Company ("Series 4 Preferred Stock"). In connection with the closing of the Transactions, on August 4, 2021, (i) the Issuer redeemed 21,151 shares of Series 4 Preferred Stock from BSPI and the Employee Funds (which were convertible into 6,001,218.02 shares of Class A Common Stock) in exchange for $25 million in cash, and (ii) BSPI and the Employee Funds delivered to the issuer, and the Issuer accepted from BSPI and the Employee Funds, 73,849 shares of Series 4 Preferred Stock (which were convertible into 20,953,333.15 shares of Class A Common Stock) in exchange for the issuance to the Holders of 73,849 shares of Series 8 Convertible Preferred Stock, par value $0.001 per share of the Combined Company (the "Series 8 Preferred Stock") having the terms set forth in the certificate of designation designating the Series 8 Preferred Stock. BSPI and the Employee Funds have the right to convert the Series 8 Preferred Stock into shares of Class A Common Stock in whole at any time and from time to time, and in part at any time and from time to time, subject to certain ownership limitations. Because of the relationship by and between GS Group, Goldman Sachs, BSPI and the Employee Funds, GS Group and Goldman Sachs may be deemed (for purposes of Rule 13d-3(a) and Rule 16a-1(a) only and not for any other applicable purpose) to beneficially own an aggregate of 20,991,737.48 shares of Class A Common Stock, consisting of (i) 17,424,273.07 shares of Class A Common Stock (deliverable to BSPI upon conversion of the Series 8 Preferred Stock directly held by BSPI), (ii) 3,529,060.08 shares of Class A Common Stock (deliverable to the Employee Funds upon conversion of the Series 8 Preferred Stock directly held by the Employee Funds), and (iii) Goldman Sachs beneficially owns directly and GS Group may be deemed to beneficially own indirectly 38,404.33 shares of Class A Common Stock. /s/ Jamison Yardley, Attorney-in-fact 2021-08-06