0001104659-24-013467.txt : 20240209 0001104659-24-013467.hdr.sgml : 20240209 20240209180025 ACCESSION NUMBER: 0001104659-24-013467 CONFORMED SUBMISSION TYPE: 5 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20231231 FILED AS OF DATE: 20240209 DATE AS OF CHANGE: 20240209 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Penn Mark Jeffery CENTRAL INDEX KEY: 0001771735 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 5 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13718 FILM NUMBER: 24616557 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] ORGANIZATION NAME: 07 Trade & Services 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 5 1 tm245550-1_5seq1.xml OWNERSHIP DOCUMENT X0508 5 2023-12-31 0 0 1 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 0 Class A Common Stock 2023-05-10 4 C 0 L 9260317 0 A 23458154 I See Footnote Class A Common Stock 2023-05-10 4 J 0 L 9260317 0 D 14197837 I See Footnote Class A Common Stock 2023-05-15 4 J 0 L 14067837 0 D 130000 I See Footnote Class A Common Stock 2540493 D Class C Common Stock 2023-05-10 4 C 0 L 9260317 0 D Class A Common Stock 9260317 151648741 I See Footnote On May 10, 2023, Stagwell Media LP ("Stagwell Media") exchanged 9,260,317 Paired Equity Interests (as defined and discussed in footnote 6 hereto) for an equal number of shares of Class A Common Stock of the Issuer and distributed such shares to certain of its limited partners for no consideration. Following such distribution, Stagwell Media directly held zero shares of Class A Common Stock of the Issuer. The Reporting Person is the controlling person of The Stagwell Group LLC ("Stagwell Group"). Stagwell Group is the general partner and manager of Stagwell Media and is the manager of Stagwell Agency Holdings LLC ("Agency Holdings"), which is a subsidiary of Stagwell Media. As of December 31, 2023, Stagwell Group directly held 130,000 shares of Class A Common Stock of the Issuer, and each of Stagwell Media and Agency Holdings directly held zero shares of Class A Common Stock of the Issuer. Amounts reported in rows 1 and 2 of column 5 also reflect (i) the aggregate of 9,260,317 shares of Class A Common Stock of the Issuer acquired by Stagwell Media upon the exchange of an equal number of Paired Equity Interests and distributed on May 10, 2023 to certain limited partners of Stagwell Media for no consideration, as discussed in footnote 1 hereto, and (ii) the aggregate of 14,067,837 shares of Class A Common Stock of the Issuer distributed on May 15, 2023 to certain limited partners of Stagwell Media by Agency Holdings for no consideration, as discussed in footnote 5 hereto. 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. On May 15, 2023, Agency Holdings distributed 14,067,837 shares of Class A Common Stock of the Issuer to certain limited partners of Stagwell Media for no consideration. Following such distribution, Agency Holdings directly held zero shares of Class A Common Stock of the Issuer. Held by Stagwell Media. 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 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 2024-02-09