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* DICKSON ROBERT E (Last) (First) (Middle) C/O MDC PARTNERS INC. 45 HAZELTON AVENUE (Street) TORONTO A6 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) Director 10% Owner X Officer (give title below) Other (specify below) Managing Director
	3. Date of Earliest Transaction (Month/Day/Year) 03/29/2007
	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								129,133(1)(2)(3)	D
Class A Subordinate Voting Shares	03/29/2007		M		50,000	A	$7.25(4)	179,133(1)(2)(3)	D
Class A Subordinate Voting Shares	03/29/2007		D		38,962	D	$9.3(4)	140,171(1)(2)(3)	D
Class A Subordinate Voting Shares	04/02/2007		S		9,799	D	$7.91	130,372(1)(2)(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 Appreciation Rights(5)	$7.25(4)	03/29/2007		M			50,000	05/01/2004	05/01/2007	Class A Subordinate Voting Shares	50,000(8)	$0(9)	0	D
Stock Appreciation Rights(5)	$9.71(4)							07/30/2004	07/30/2007	Class A Subordinate Voting Shares	13,333		13,333	D
Stock Options(6)	$8.4(4)							04/10/2002	04/10/2012	Class A Subordinate Voting Shares	57,150		57,150	D
Stock Appreciation Rights(7)	$8.95							04/28/2007	04/28/2016	Class A Subordinate Voting Shares	10,000		10,000	D

Explanation of Responses:

1. Includes 22,500 Financial Performance-Based Restricted Stock Units (Class A Shares) (hereinafter, "FPB RSUs") of the Issuer awarded on February 28, 2006, and 7,500 FPB RSUs of the Issuer awarded on April 28, 2006. The remaining FPB RSUs may vest in 2008 and / or 2009 if the Issuer achieves specified financial performance targets in 2007 - 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. Includes 35,000 Restricted Stock Units of the Issuer awarded April 28, 2006, all of which will vest on April 28, 2009, dependent on continued employment

3. Includes 33,334 FPB RSUs of the Issuer awarded March 20, 2007 which may vest in each of 2008, 2009, or 2010 if the Issuer achieves specified financial performance targets in 2007, 2008, and 2009, and is dependent on continued employment.

4. Canadian dollars.

5. Stock Appreciation Rights ("SARs") (previously granted on May 1, 2003 or on July 30, 2003) vest 1/3 on each anniversary of the grant date, expire 4 years from the grant date, and may be settled in cash or stock, at the discretion of the Issuer.

6. Stock Options (previously granted on April 10, 2002) vest 1/3 on the grant date, 1/3 on the following 2 anniversaries of the grant date, and expire 10 years from the grant date.

7. SARs granted April 28, 2006 vest 50% on the first anniversary of the grant date, and 50% on the second anniversary of the grant date, expiring ten (10) years from the grant date, and may be settled in cash or stock, at the discretion of the Issuer.

8. The conversion of 50,000 SARs into 11,038 Class A Subordinate Voting Shares represents the settlement of 50,000 SARs exercised by the Reporting Person.

9. This transaction does not involve the sale or purchase of a derivative security, but rather the exercise of SAR's. As per instruction 4 of Form 4, this field has been left blank.

	/s/ Robert E. Dickson	04/04/2007
	** 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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