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☒
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Rule 13d-1(b)
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☐
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Rule 13d-1(c)
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☐
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Rule 13d-1(d)
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CUSIP No. 552697104
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SCHEDULE 13G
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1
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NAME OF REPORTING PERSONS.
Indaba Capital Management, L.P.
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
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3
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SEC Use Only
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4
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Citizenship or Place of Organization
Delaware
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NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING
PERSON WITH
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5
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Sole Voting Power
0
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6
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Shared Voting Power
7,181,301
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7
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Sole Dispositive Power
0
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8
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Shared Dispositive Power
7,181,301
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
7,181,301
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
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11
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Percent of Class Represented by Amount in Row (9)
9.9% (1)
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12
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Type of Reporting Person (See Instructions)
IA, PN
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(1)
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Calculation of the foregoing percentage is based on 72,142,668 Class A Subordinate Voting Shares of MDC Partners Inc. (the “Issuer”) outstanding as of
October 18, 2019, as disclosed in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission (“SEC”) on November 6, 2019.
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CUSIP No. 552697104
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SCHEDULE 13G
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1
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NAME OF REPORTING PERSONS.
IC GP, LLC
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
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3
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SEC Use Only
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4
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Citizenship or Place of Organization
Delaware
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NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING
PERSON WITH
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5
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Sole Voting Power
0
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6
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Shared Voting Power
7,181,301
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7
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Sole Dispositive Power
0
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8
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Shared Dispositive Power
7,181,301
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
7,181,301
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
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11
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Percent of Class Represented by Amount in Row (9)
9.9% (1)
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12
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Type of Reporting Person (See Instructions)
OO, HC
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(1)
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Calculation of the foregoing percentage is based on 72,142,668 Class A Subordinate Voting Shares of the Issuer outstanding as of October 18, 2019, as
disclosed in the Issuer’s Form 10-Q filed with the SEC on November 6, 2019.
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CUSIP No. 552697104
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SCHEDULE 13G
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1
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NAME OF REPORTING PERSONS.
Derek C. Schrier
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
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3
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SEC Use Only
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4
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Citizenship or Place of Organization
United States
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NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING
PERSON WITH
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5
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Sole Voting Power
0
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6
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Shared Voting Power
7,181,301
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7
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Sole Dispositive Power
0
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8
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Shared Dispositive Power
7,181,301
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
7,181,301
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
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11
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Percent of Class Represented by Amount in Row (9)
9.9% (1)
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12
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Type of Reporting Person (See Instructions)
IN, HC
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(1)
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Calculation of the foregoing percentage is based on 72,142,668 Class A Subordinate Voting Shares of the Issuer outstanding as of October 18, 2019, as
disclosed in the Issuer’s Form 10-Q filed with the SEC on November 6, 2019.
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(a)
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Name of Issuer
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MDC Partners Inc. (the “Issuer”)
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(b)
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Address of Issuer’s Principal Executive Offices
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745 Fifth Avenue, 19th Floor, New York, NY 10151
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(a)
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Name of Person Filing
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This Schedule 13G is being filed jointly on behalf of:
(i) Indaba Capital Management, L.P., a Delaware limited partnership (the "Investment Manager"),
(ii) IC GP, LLC, a Delaware limited liability company, and the Investment Manager’s sole general partner (“IC GP”), and
(iii) Derek C. Schrier, a United States citizen and the Managing Member of IC GP (the “Managing Member” and, collectively with the Investment Manager
and IC GP, the “Reporting Persons”).
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(b)
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Address of Principal Business office or, if None, Residence
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The business address of each of the Reporting Persons is One Letterman Drive, Building D, Suite DM700, San Francisco, California 94129
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(c)
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Citizenship:
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The Investment Manager is a Delaware limited partnership, IC GP is a Delaware limited liability company and the Managing Member is a United States
citizen.
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(d)
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Title of Class Securities:
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Class A Subordinate Voting Shares (the “Shares”)
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(e)
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CUSIP Number:
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552697104
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Item 3.
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If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
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(a)
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[ ]
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78c).
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(b)
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[ ]
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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[ ]
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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[ ]
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Investment company registered under section 8 of the Investment Company Act (15 U.S.C. 80a-8).
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(e)
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[X]
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An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
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(f)
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[ ]
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An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
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(g)
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[X]
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A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
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(h)
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[ ]
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
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(i)
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[ ]
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940
(15 U.S.C. 80a-3).
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(j)
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[ ]
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A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J).
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(k)
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[ ]
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Group, in accordance with Rule 13d-1(b)(1)(ii)(K).
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Item 4.
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Ownership
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(i) Sole power to vote or to direct the vote:
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Incorporated by reference to Item 5 of the cover page pertaining to each Reporting Person.
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(ii) Shared power to direct the vote:
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Incorporated by reference to Item 6 of the cover page pertaining to each Reporting Person.
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(iii) Sole power to dispose or to direct the disposition of:
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Incorporated by reference to Item 7 of the cover page pertaining to each Reporting Person.
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(iv) Shared power to dispose or to direct the disposition of:
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Incorporated by reference to Item 8 of the cover page pertaining to each Reporting Person.
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Item 5.
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Ownership of Five Percent or Less of a Class.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent
Holding Company or Control Person.
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Item 8.
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Identification and Classification of Members of the Group.
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Not applicable.
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Item 9.
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Notice of Dissolution of Group.
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Item 10.
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Certification:
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INDABA CAPITAL MANAGEMENT, L.P.
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By:
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IC GP, LLC, its general partner
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By:
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/s/ Derek C. Schrier
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Name: Derek C. Schrier
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Title: Managing Member
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IC GP, LLC
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By:
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/s/ Derek C. Schrier
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Name: Derek C. Schrier
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Title: Managing Member
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/s/ Derek C. Schrier
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DEREK C. SCHRIER
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