0001104659-23-000471.txt : 20230103 0001104659-23-000471.hdr.sgml : 20230103 20230103180029 ACCESSION NUMBER: 0001104659-23-000471 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20221231 FILED AS OF DATE: 20230103 DATE AS OF CHANGE: 20230103 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Penn Mark Jeffery CENTRAL INDEX KEY: 0001771735 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13718 FILM NUMBER: 23503629 MAIL ADDRESS: STREET 1: 1808 I STREENET, NW STREET 2: 6TH FLOOR CITY: WASHINGTON STATE: DC ZIP: 20006 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 tm2233403-2_4seq1.xml OWNERSHIP DOCUMENT X0306 4 2022-12-31 0 0000876883 Stagwell Inc STGW 0001771735 Penn Mark Jeffery C/O THE STAGWELL GROUP LLC 1808 I STREET, NW 6TH FLOOR WASHINGTON DC 20006 1 1 1 0 Chief Executive Officer Class A Common Stock 2022-12-31 4 M 0 3466624 A 29969038 I See Footnote Class A Common Stock 2022-12-31 4 J 0 3466624 0 D 26502414 I See Footnote Class A Common Stock 1755847 D Class C Common Stock 2022-12-31 4 M 0 3466624 0 D Class A Common Stock 3466624 160909058 I See Footnote On December 31, 2022, Stagwell Media and Stagwell Friends and Family (each as defined and discussed in footnote 4 hereto) exchanged 3,466,624 Paired Equity Interests (as defined and discussed in footnote 4 hereto) for an equal number of shares of Class A Common Stock of the Issuer and distributed such shares to certain of their limited partners and members for no consideration. The Reporting Person is the controlling person of The Stagwell Group LLC ("Stagwell Group"). Stagwell Group directly holds 130,000 shares of Class A Common Stock of the Issuer. Stagwell Group is the manager of Stagwell Agency Holdings LLC, which directly holds 26,372,414 shares of Class A Common Stock of the Issuer. Amounts reported also reflect an aggregate of 3,466,624 shares of Class A Common Stock of the Issuer acquired upon the exchange of an equal number of Paired Equity Interests by Stagwell Media and Stagwell Friends and Family and distributed to limited partners and members of Stagwell Media and Stagwell Friends and Family for no consideration. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. The Reporting Person is the controlling person of Stagwell Media LP ("Stagwell Media"). Stagwell Media directly holds 160,909,058 shares of Class C Common Stock of the Issuer. Stagwell Media is the manager of Stagwell Friends and Family LLC ("Stagwell Friends and Family"), which directly holds zero shares of Class C Common Stock of the Issuer following the reported transaction. The shares of Class C Common Stock are voting-only shares that have no economic interest in the Issuer and are not registered or listed shares. The holder of Class C Common Stock may, at its option, exchange its Class C Common Stock, together with its corresponding economic interest in a wholly-owned subsidiary of the Issuer (collectively, a "Paired Equity Interest"), for shares of Class A Common Stock on a one-for-one basis (i.e., one Paired Equity Interest for one share of Class A Common Stock). The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. The right of any holder of the Class C Common Stock to exchange such shares for Class A Common Stock is not subject to an expiration date. /s/ Mark Penn 2023-01-03