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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
MDC PARTNERS INC [ MDCA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/13/2006 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 4,000 | I | Owned by spouse | |||||||
Financial Performance-Based Restricted Stock Units (Class A)(1) | 35,000 | D | ||||||||
Class A Subordinate Voting Shares | 03/13/2006 | M | 65,000 | A | $5(2) | 100,000 | D | |||
Class A Subordinate Voting Shares | 03/13/2006 | D | 32,696 | D | $9.94(2) | 67,304 | D | |||
Class A Subordinate Voting Shares | 03/14/2006 | M | 26,000 | A | $5.4(2) | 93,304 | D | |||
Class A Subordinate Voting Shares | 03/14/2006 | D | 26,000 | D | $9.53(2) | 67,304 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 Appreciation Rights(3) | $5(2) | 03/13/2006 | M | 65,000 | 01/22/2004 | 01/22/2007 | Class A Subordinate Voting Shares | 65,000 | $0 | 0 | D | ||||
Stock Options(4) | $5.4(2) | 03/14/2006 | M | 26,000 | 10/09/2002 | 10/09/2007 | Class A Subordinate Voting Shares | 26,000 | $0 | 13,000 | D | ||||
Stock Appreciation Rights(3) | $9.71(2) | 07/30/2004 | 07/30/2007 | Class A Subordinate Voting Shares | 13,333 | 13,333 | D | ||||||||
Stock Options(5) | $8.4(2) | 07/31/2003 | 04/09/2012 | Class A Subordinate Voting Shares | 47,625 | 47,625 | 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 performance targets in 2006 - 2008, and is dependent on continued employment. Such financial targets are set forth in a "Financial Performance-Based Restricted Stck 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. Canadian dollars. |
3. Stock Appreciation Rights (previously granted on January 22, 2003 or on July 30, 2003) vest 1/3 on each anniversary of the grant date, expire four years from the grant date, and are settled in cash or in stock, at the option of the Issuer. |
4. Stock Options (previously granted on October 9, 2002) vest 1/5 on grant and 1/5 on each anniversary of the grant date, expiring five years from the grant date. |
5. Stock Options (previously granted on July 31, 2003) are deemed to have fully vested on the grant date. |
Graham L. Rosenberg | 03/16/2006 | |
** 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 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. |