SC 13D

Number of

shares

beneficially

owned by

each

reporting

person

with:

Sole voting power

0

Shared voting power

12,689,995⁽¹⁾

Sole dispositive power

0

Shared dispositive power

12,689,995⁽¹⁾

0001193125-23-140847.txt : 20230510 0001193125-23-140847.hdr.sgml : 20230510 20230510170257 ACCESSION NUMBER: 0001193125-23-140847 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20230510 DATE AS OF CHANGE: 20230510 GROUP MEMBERS: AG SECONDARY C.V. GROUP MEMBERS: AJ SECONDARY C.V. GROUP MEMBERS: ALPINVEST GA SECONDARY C.V. GROUP MEMBERS: ALPINVEST PARTNERS US SECONDARY INVESTMENTS 2016 I C.V. GROUP MEMBERS: ALPINVEST PEP SECONDARY 2017 C.V. GROUP MEMBERS: ALPINVEST SECONDARIES FUND (EURO) VI C.V. GROUP MEMBERS: ALPINVEST SECONDARIES FUND VI C.V. GROUP MEMBERS: AP FONDO SECONDARIES II C.V. GROUP MEMBERS: APSS SECONDARY C.V. GROUP MEMBERS: GGG US SECONDARY 2017 C.V. SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-53561 FILM NUMBER: 23907523 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AlpInvest Partners B.V. CENTRAL INDEX KEY: 0001512910 IRS NUMBER: 808628562 STATE OF INCORPORATION: P7 FISCAL YEAR END: 1210 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: JACHTHAVENWEG 118 CITY: AMSTERDAM STATE: P7 ZIP: 1081 KJ BUSINESS PHONE: 31 20 540 7575 MAIL ADDRESS: STREET 1: JACHTHAVENWEG 118 CITY: AMSTERDAM STATE: P7 ZIP: 1081 KJ FORMER COMPANY: FORMER CONFORMED NAME: AlpInvest Partners N.V. DATE OF NAME CHANGE: 20110211 SC 13D 1 d485519dsc13d.htm SC 13D SC 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. ___)*

Stagwell Inc.

(Name of Issuer)

Class A Common Stock, par value $0.001 per share

(Title of Class of Securities)

552697104

(CUSIP Number)

Michael Thorne, Esq.

AlpInvest US Holdings, LLC

One Vanderbilt Ave, Suite 3400

New York, N.Y. 10171

Telephone: (212) 332-6240

with a copy to:

Adam J. Dobson, Esq.

Ropes & Gray LLP

Prudential Tower, 800 Boylston Street

Boston, MA 02199-3600

Telephone: (617) 951-7147

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

April 30, 2023

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 552697104				Page 2 of 25


(1)		Names of reporting persons AlpInvest Partners US Secondary Investments 2016 I C.V.
(2)		Check the appropriate box if a member of a group (see instructions) ☐ (a) ☒ (b)
(3)		SEC use only
(4)		Source of funds (see instructions) OO
(5)		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
(6)		Citizenship or place or organization Netherlands

(1)

Calculated as of May 9, 2023. The Reporting Person is a limited partner of Stagwell Media LP. As described herein, the Reporting Person (acting together with the other Reporting Persons) has the right to cause Stagwell Media LP to convert Class C Common Stock, par value $0.00001 (the “Class C Common Stock”) held by Stagwell Media LP and make a distribution in kind of shares Class A Common Stock, par value $0.001 per share (the “Class A Common Stock”). The number of shares that the Reporting Persons have the right to cause Stagwell Media LP to distribute is based on, among other things, the trading price of the Class A Common Stock. Such right is subject to the Blocker Provision (as defined herein).

(2)

Based on (i) 129,689,614 shares of Class A Common Stock, par value $0.001 per share (the “Class A Common Stock”) of the Issuer outstanding as of May 3, 2023, as reported by the Stagwell Inc. (the “Issuer”) in its Quarterly Report on Form 10-Q for the period ended March 31, 2023, filed with the Securities and Exchange Commission (the “SEC”) on May 9, 2023 (the “10-Q”), (ii) an assumed conversion by Stagwell Media LP of 9,130,317 shares of Class C Common Stock of the Issuer to shares of Class A Common Stock, which (based on information disclosed in the definitive proxy on Schedule 14A filed by the Issuer with the SEC on May 1, 2023 (the “Proxy”) would be the minimum number of shares of Class C Common Stock that would need to be converted to effect the distribution of the Distributed Shares (as defined herein) described in Item 4, (iii) the repurchase by the Issuer of an aggregate of 23,328,154 shares of Class A Common Stock from the Reporting Persons and (iv) the Reporting Person’s right to (after giving effect to the Blocker Provision) cause Stagwell Media LP to distribute 12,689,995 shares of Class A Common Stock, which (based on information disclosed in the Proxy) would require Stagwell Media LP to convert an equal number of shares of Class C Common Stock to Class A Common Stock.


CUSIP No. 552697104				Page 3 of 25


(1)		Names of reporting persons AlpInvest PEP Secondary 2017 C.V.
(2)		Check the appropriate box if a member of a group (see instructions) ☐ (a) ☒ (b)
(3)		SEC use only
(4)		Source of funds (see instructions) OO
(5)		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
(6)		Citizenship or place or organization Netherlands

(1)

Calculated as of May 9, 2023. The Reporting Person is a limited partner of Stagwell Media LP. As described herein, the Reporting Person (acting together with the other Reporting Persons) has the right to cause Stagwell Media LP to convert Class C Common Stock, held by Stagwell Media LP and make a distribution in kind of shares Class A Common Stock. The number of shares that the Reporting Persons have the right to cause Stagwell Media LP to distribute is based on, among other things, the trading price of the Class A Common Stock. Such right is subject to the Blocker Provision (as defined herein).

(2)

Based on (i) 129,689,614 shares of Class A Common Stock of the Issuer outstanding as of May 3, 2023, as reported by the issuer in the 10-Q, (ii) an assumed conversion by Stagwell Media LP of 9,130,317 shares of Class C Common Stock of the Issuer to shares of Class A Common Stock, which (based on information disclosed in the Proxy) would be the minimum number of shares of Class C Common Stock that would need to be converted to effect the distribution of the Distributed Shares described in Item 4, (iii) the repurchase by the Issuer of an aggregate of 23,328,154 shares of Class A Common Stock from the Reporting Persons and (iv) the Reporting Person’s right to cause Stagwell Media LP to distribute 5,233,221 shares of Class A Common Stock, which (based on information disclosed in the Proxy) would require Stagwell Media LP to convert an equal number of shares of Class C Common Stock to Class A Common Stock.


CUSIP No. 552697104				Page 4 of 25


(1)		Names of reporting persons AlpInvest Secondaries Fund VI C.V.
(2)		Check the appropriate box if a member of a group (see instructions) ☐ (a) ☒ (b)
(3)		SEC use only
(4)		Source of funds (see instructions) OO
(5)		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
(6)		Citizenship or place or organization Netherlands

(1)

Calculated as of May 9, 2023. The Reporting Person is a limited partner of Stagwell Media LP. As described herein, the Reporting Person (acting together with the other Reporting Persons) has the right to cause Stagwell Media LP to convert Class C Common Stock, held by Stagwell Media LP and make a distribution in kind of shares Class A Common Stock. The number of shares that the Reporting Persons have the right to cause Stagwell Media LP to distribute is based on, among other things, the trading price of the Class A Common Stock. Such right is subject to the Blocker Provision (as defined herein).

(2)

Based on (i) 129,689,614 shares of Class A Common Stock of the Issuer outstanding as of May 3, 2023, as reported by the Issuer in the 10-Q, (ii) an assumed conversion by Stagwell Media LP of 9,130,317 shares of Class C Common Stock of the Issuer to shares of Class A Common Stock, which (based on information disclosed in the Proxy) would be the minimum number of shares of Class C Common Stock that would need to be converted to effect the distribution of the Distributed Shares described in Item 4, (iii) the repurchase by the Issuer of an aggregate of 23,328,154 shares of Class A Common Stock from the Reporting Persons and (iv) the Reporting Person’s right to cause Stagwell Media LP to distribute 12,689,995 shares of Class A Common Stock, which (based on information disclosed in the Proxy) would require Stagwell Media LP to convert an equal number of shares of Class C Common Stock to Class A Common Stock.


CUSIP No. 552697104				Page 5 of 25


(1)		Names of reporting persons AlpInvest Secondaries Fund (Euro) VI C.V.
(2)		Check the appropriate box if a member of a group (see instructions) ☐ (a) ☒ (b)
(3)		SEC use only
(4)		Source of funds (see instructions) OO
(5)		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
(6)		Citizenship or place or organization Netherlands

(1)

Calculated as of May 9, 2023. The Reporting Person is a limited partner of Stagwell Media LP. As described herein, the Reporting Person (acting together with the other Reporting Persons) has the right to cause Stagwell Media LP to convert Class C Common Stock, held by Stagwell Media LP and make a distribution in kind of shares Class A Common Stock. The number of shares that the Reporting Persons have the right to cause Stagwell Media LP to distribute is based on, among other things, the trading price of the Class A Common Stock. Such right is subject to the Blocker Provision (as defined herein).

(2)

Based on (i) 129,689,614 shares of Class A Common Stock of the Issuer outstanding as of May 3, 2023, as reported by the Company in the 10-Q, (ii) an assumed conversion by Stagwell Media LP of 9,130,317 shares of Class C Common Stock of the Issuer to shares of Class A Common Stock, which (based on information disclosed in the Proxy) would be the minimum number of shares of Class C Common Stock that would need to be converted to effect the distribution of the Distributed Shares described in Item 4, (iii) the repurchase by the Issuer of an aggregate of 23,328,154 shares of Class A Common Stock from the Reporting Persons and (iv) the Reporting Person’s right (after giving effect to the Blocker Provision) to cause Stagwell Media LP to distribute 2,277,459 shares of Class A Common Stock, which (based on information disclosed in the Proxy) would require Stagwell Media LP to convert an equal number of shares of Class C Common Stock to Class A Common Stock.


CUSIP No. 552697104				Page 6 of 25


(1)		Names of reporting persons GGG US Secondary 2017 C.V.
(2)		Check the appropriate box if a member of a group (see instructions) ☐ (a) ☒ (b)
(3)		SEC use only
(4)		Source of funds (see instructions) OO
(5)		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
(6)		Citizenship or place or organization Netherlands

(1)

Calculated as of May 9, 2023. The Reporting Person is a limited partner of Stagwell Media LP. As described herein, the Reporting Person (acting together with the other Reporting Persons) has the right to cause Stagwell Media LP to convert Class C Common Stock, held by Stagwell Media LP and make a distribution in kind of shares Class A Common Stock. The number of shares that the Reporting Persons have the right to cause Stagwell Media LP to distribute is based on, among other things, the trading price of the Class A Common Stock. Such right is subject to the Blocker Provision (as defined herein).

(2)

Based on (i) 129,689,614 shares of Class A Common Stock of the Issuer outstanding as of May 3, 2023, as reported by the Issuer in the 10-Q, (ii) an assumed conversion by Stagwell Media LP of 9,130,317 shares of Class C Common Stock of the Issuer to shares of Class A Common Stock, which (based on information disclosed in the Proxy) would be the minimum number of shares of Class C Common Stock that would need to be converted to effect the distribution of the Distributed Shares described in Item 4, (iii) the repurchase by the Issuer of an aggregate of 23,328,154 shares of Class A Common Stock from the Reporting Persons and (iv) the Reporting Person’s right to cause Stagwell Media LP to distribute 871,519 shares of Class A Common Stock, which (based on information disclosed in the Proxy) would require Stagwell Media LP to convert an equal number of shares of Class C Common Stock to Class A Common Stock.


CUSIP No. 552697104				Page 7 of 25


(1)		Names of reporting persons AlpInvest GA Secondary C.V.
(2)		Check the appropriate box if a member of a group (see instructions) ☐ (a) ☒ (b)
(3)		SEC use only
(4)		Source of funds (see instructions) OO
(5)		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
(6)		Citizenship or place or organization Netherlands

(1)

Calculated as of May 9, 2023. The Reporting Person is a limited partner of Stagwell Media LP. As described herein, the Reporting Person (acting together with the other Reporting Persons) has the right to cause Stagwell Media LP to convert Class C Common Stock, held by Stagwell Media LP and make a distribution in kind of shares Class A Common Stock. The number of shares that the Reporting Persons have the right to cause Stagwell Media LP to distribute is based on, among other things, the trading price of the Class A Common Stock. Such right is subject to the Blocker Provision (as defined herein).

(2)

Based on (i) 129,689,614 shares of Class A Common Stock of the Issuer outstanding as of May 3, 2023, as reported by the Company in the 10-Q, (ii) an assumed conversion by Stagwell Media LP of 9,130,317 shares of Class C Common Stock of the Issuer to shares of Class A Common Stock, which (based on information disclosed in the Proxy) would be the minimum number of shares of Class C Common Stock that would need to be converted to effect the distribution of the Distributed Shares described in Item 4, (iii) the repurchase by the Issuer of an aggregate of 23,328,154 shares of Class A Common Stock from the Reporting Persons and (iv) the Reporting Person’s right to cause Stagwell Media LP to distribute 193,214 shares of Class A Common Stock, which (based on information disclosed in the Proxy) would require Stagwell Media LP to convert an equal number of shares of Class C Common Stock to Class A Common Stock.


CUSIP No. 552697104				Page 8 of 25


(1)		Names of reporting persons AG Secondary C.V.
(2)		Check the appropriate box if a member of a group (see instructions) ☐ (a) ☒ (b)
(3)		SEC use only
(4)		Source of funds (see instructions) OO
(5)		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
(6)		Citizenship or place or organization Netherlands

(1)

Calculated as of May 9, 2023. The Reporting Person is a limited partner of Stagwell Media LP. As described herein, the Reporting Person (acting together with the other Reporting Persons) has the right to cause Stagwell Media LP to convert Class C Common Stock, held by Stagwell Media LP and make a distribution in kind of shares Class A Common Stock. The number of shares that the Reporting Persons have the right to cause Stagwell Media LP to distribute is based on, among other things, the trading price of the Class A Common Stock. Such right is subject to the Blocker Provision (as defined herein).

(2)

Based on (i) 129,689,614 shares of Class A Common Stock of the Issuer outstanding as of May 3, 2023, as reported by the Company in the 10-Q, (ii) an assumed conversion by Stagwell Media LP of 9,130,317 shares of Class C Common Stock of the Issuer to shares of Class A Common Stock, which (based on information disclosed in the Proxy) would be the minimum number of shares of Class C Common Stock that would need to be converted to effect the distribution of the Distributed Shares described in Item 4, (iii) the repurchase by the Issuer of an aggregate of 23,328,154 shares of Class A Common Stock from the Reporting Persons and (iv) the Reporting Person’s right to cause Stagwell Media LP to distribute 1,553,934 shares of Class A Common Stock, which (based on information disclosed in the Proxy) would require Stagwell Media LP to convert an equal number of shares of Class C Common Stock to Class A Common Stock.


CUSIP No. 552697104				Page 9 of 25


(1)		Names of reporting persons APSS Secondary C.V.
(2)		Check the appropriate box if a member of a group (see instructions) ☐ (a) ☒ (b)
(3)		SEC use only
(4)		Source of funds (see instructions) OO
(5)		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
(6)		Citizenship or place or organization Netherlands

(1)

Calculated as of May 9, 2023. The Reporting Person is a limited partner of Stagwell Media LP. As described herein, the Reporting Person (acting together with the other Reporting Persons) has the right to cause Stagwell Media LP to convert Class C Common Stock, held by Stagwell Media LP and make a distribution in kind of shares Class A Common Stock. The number of shares that the Reporting Persons have the right to cause Stagwell Media LP to distribute is based on, among other things, the trading price of the Class A Common Stock. Such right is subject to the Blocker Provision (as defined herein).

(2)

Based on (i) 129,689,614 shares of Class A Common Stock of the Issuer outstanding as of May 3, 2023, as reported by the Company in the 10-Q, (ii) an assumed conversion by Stagwell Media LP of 9,130,317 shares of Class C Common Stock of the Issuer to shares of Class A Common Stock, which (based on information disclosed in the Proxy) would be the minimum number of shares of Class C Common Stock that would need to be converted to effect the distribution of the Distributed Shares described in Item 4, (iii) the repurchase by the Issuer of an aggregate of 23,328,154 shares of Class A Common Stock from the Reporting Persons and (iv) the Reporting Person’s right to cause Stagwell Media LP to distribute 398,761 shares of Class A Common Stock, which (based on information disclosed in the Proxy) would require Stagwell Media LP to convert an equal number of shares of Class C Common Stock to Class A Common Stock.


CUSIP No. 552697104				Page 10 of 25


(1)		Names of reporting persons AJ Secondary C.V.
(2)		Check the appropriate box if a member of a group (see instructions) ☐ (a) ☒ (b)
(3)		SEC use only
(4)		Source of funds (see instructions) OO
(5)		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
(6)		Citizenship or place or organization Netherlands

(1)

Calculated as of May 9, 2023. The Reporting Person is a limited partner of Stagwell Media LP. As described herein, the Reporting Person (acting together with the other Reporting Persons) has the right to cause Stagwell Media LP to convert Class C Common Stock, held by Stagwell Media LP and make a distribution in kind of shares Class A Common Stock. The number of shares that the Reporting Persons have the right to cause Stagwell Media LP to distribute is based on, among other things, the trading price of the Class A Common Stock. Such right is subject to the Blocker Provision (as defined herein).

(2)

Based on (i) 129,689,614 shares of Class A Common Stock of the Issuer outstanding as of May 3, 2023, as reported by the Company in the 10-Q, (ii) an assumed conversion by Stagwell Media LP of 9,130,317 shares of Class C Common Stock of the Issuer to shares of Class A Common Stock, which (based on information disclosed in the Proxy) would be the minimum number of shares of Class C Common Stock that would need to be converted to effect the distribution of the Distributed Shares described in Item 4, (iii) the repurchase by the Issuer of an aggregate of 23,328,154 shares of Class A Common Stock from the Reporting Persons and (iv) the Reporting Person’s right to cause Stagwell Media LP to distribute 234,324shares of Class A Common Stock, which (based on information disclosed in the Proxy) would require Stagwell Media LP to convert an equal number of shares of Class C Common Stock to Class A Common Stock.


CUSIP No. 552697104				Page 11 of 25


(1)		Names of reporting persons AP Fondo Secondaries II C.V.
(2)		Check the appropriate box if a member of a group (see instructions) ☐ (a) ☒ (b)
(3)		SEC use only
(4)		Source of funds (see instructions) OO
(5)		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
(6)		Citizenship or place or organization Netherlands

(1)

Calculated as of May 9, 2023. The Reporting Person is a limited partner of Stagwell Media LP. As described herein, the Reporting Person (acting together with the other Reporting Persons) has the right to cause Stagwell Media LP to convert Class C Common Stock, held by Stagwell Media LP and make a distribution in kind of shares Class A Common Stock. The number of shares that the Reporting Persons have the right to cause Stagwell Media LP to distribute is based on, among other things, the trading price of the Class A Common Stock. Such right is subject to the Blocker Provision (as defined herein).

(2)

Based on (i) 129,689,614 shares of Class A Common Stock of the Issuer outstanding as of May 3, 2023, as reported by the Company in the 10-Q, (ii) an assumed conversion by Stagwell Media LP of 9,130,317 shares of Class C Common Stock of the Issuer to shares of Class A Common Stock, which (based on information disclosed in the Proxy) would be the minimum number of shares of Class C Common Stock that would need to be converted to effect the distribution of the Distributed Shares described in Item 4, (iii) the repurchase by the Issuer of an aggregate of 23,328,154 shares of Class A Common Stock from the Reporting Persons and (iv) the Reporting Person’s right to cause Stagwell Media LP to distribute 559,088 shares of Class A Common Stock, which (based on information disclosed in the Proxy) would require Stagwell Media LP to convert an equal number of shares of Class C Common Stock to Class A Common Stock.


CUSIP No. 552697104				Page 12 of 25


(1)		Names of reporting persons AlpInvest Partners B.V.
(2)		Check the appropriate box if a member of a group (see instructions) ☐ (a) ☒ (b)
(3)		SEC use only
(4)		Source of funds (see instructions) OO
(5)		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
(6)		Citizenship or place or organization Netherlands

(1)

Calculated as of May 9, 2023. The Reporting Person is a limited partner of Stagwell Media LP. As described herein, the Reporting Person (acting together with the other Reporting Persons) has the right to cause Stagwell Media LP to convert Class C Common Stock, held by Stagwell Media LP and make a distribution in kind of shares Class A Common Stock. The number of shares that the Reporting Persons have the right to cause Stagwell Media LP to distribute is based on, among other things, the trading price of the Class A Common Stock. Such right is subject to the Blocker Provision (as defined herein).

(2)

Based on (i) 129,689,614 shares of Class A Common Stock of the Issuer outstanding as of May 3, 2023, as reported by the Company in the 10-Q, (ii) an assumed conversion by Stagwell Media LP of 9,130,317 shares of Class C Common Stock of the Issuer to shares of Class A Common Stock, which (based on information disclosed in the Proxy) would be the minimum number of shares of Class C Common Stock that would need to be converted to effect the distribution of the Distributed Shares described in Item 4, (iii) the repurchase by the Issuer of an aggregate of 23,328,154 shares of Class A Common Stock from the Reporting Persons and (iv) the Reporting Person’s right to cause Stagwell Media LP to distribute (after giving effect to the Blocker Provision (as defined herein) 12,689,995 shares of Class A Common Stock, which (based on information disclosed in the Proxy) would require Stagwell Media LP to convert an equal number of shares of Class C Common Stock to Class A Common Stock.


CUSIP No. 552697104				Page 13 of 25

Item 1. Security and Issuer.

This statement on Schedule 13D (the “Schedule 13D”) relates to the shares of Class A Common Stock, par value $0.001 per share (the “Class A Common Stock”) of Stagwell Inc. (the “Issuer”), a Delaware corporation whose principal executive officers are located at One World Trade Center, Floor 65, New York, NY 10007.

Item 2. Identity and Background.

The Schedule 13D is being filed by the following persons (each a “Reporting Person” and, collectively, the “Reporting Persons”):

1. AlpInvest Partners US Secondary Investments 2016 I C.V., a limited partnership organized under the laws of the Netherlands (“US Secondary“);

2. AlpInvest PEP Secondary 2017 C.V., a limited partnership organized under the laws of the Netherlands (“PEP Secondary“);

3. AlpInvest Secondaries Fund VI C.V., a limited partnership organized under the laws of the Netherlands (“Secondaries Fund VI“);

4. AlpInvest Secondaries Fund (Euro) VI C.V., a limited partnership organized under the laws of the Netherlands (“Secondaries Fund (Euro)“);

5. GGG US Secondary 2017 C.V., a limited partnership organized under the laws of the Netherlands (“GGG“);

6. AlpInvest GA Secondary C.V., a limited partnership organized under the laws of the Netherlands (“GA Secondary“);

7. AG Secondary C.V., a limited partnership organized under the laws of the Netherlands (“AG Secondary“);

8. APSS Secondary C.V., a limited partnership organized under the laws of the Netherlands (“APSS Secondary“);

9. AJ Secondary C.V., a limited partnership organized under the laws of the Netherlands (“Secondary CV“);

10. AP Fondo Secondaries II C.V., a limited partnership organized under the laws of the Netherlands (“Secondaries II“ and, together with US Secondary, PEP Secondary, Secondaries Fund VI, Secondaries Fund (Euro), GGG, GA Secondary, AG Secondary, APSS Secondary, and Secondary CV the “AlpInvest Funds”); and

11. AlpInvest Partners B.V., a Netherlands corporation (the “AlpInvest Manager”).

AlpInvest Partners Secondary Investments 2016 I B.V. is the general partner of US Secondary. AlpInvest PEP GP B.V. is the general partner of PEP Secondary. AlpInvest SF VI B.V. is the general partner of each of Secondaries Fund VI and Secondaries Fund (Euro). AlpInvest GGG B.V. is the general partner of GGG. AlpInvest GA B.V. is the general partner of GA Secondary. AlpInvest G GP B.V. is the general partner of AG Secondary. AlpInvest PSS GP B.V. is the general partner of APSS Secondary. AlpInvest J GP B.V. is the general partner of Secondary CV. AlpInvest Fondo B.V. is the general partner of Secondaries II.


CUSIP No. 552697104				Page 14 of 25

AlpInvest Manager is the managing director of each of AlpInvest Partners Secondary Investments 2016 I B.V., AlpInvest PEP GP B.V., AlpInvest SF VI B.V., AlpInvest GGG B.V., AlpInvest GA B.V., AlpInvest G GP, B.V., AlpInvest PSS GP B.V., AlpInvest J GP B.V., AlpInvest Fondo B.V. (collectively, the “General Partners”). Due to this relationship, AlpInvest Manager may be deemed to exercise voting and dispositive power with respect to securities held by the AlpInvest Funds. Each of the Reporting Persons and General Partners disclaims beneficial ownership of securities owned by the AlpInvest Funds except to the extent of its pecuniary interest therein.

The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is attached hereto as Exhibit 1.

The principal business of each of the AlpInvest Funds is to make investments. The principal business of AlpInvest Manager is to manage the AlpInvest Funds and other affiliated investment vehicles. The address of the principal business and principal office of each of the Reporting Persons is c/o AlpInvest Partners B.V., Jachthavenweg 118, Amsterdam, Netherlands, 1081 KJ.

The name, business address, citizenship, present principal occupation and employment history of each of the officers of the controlling persons of the AlpInvest Manager are set forth in Schedule A to this Schedule 13D (such officers, collectively, the “Related Persons”).

During the last five years, none of the Reporting Persons or Related Persons (i) has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws

Item 3. Source and Amount of Funds or Other Consideration.

The information set forth in Item 4 of this Schedule 13D is incorporated by reference in its entirety into this Item 3.

Item 4. Purpose of Transaction.

On August 13, 2018, the AlpInvest Funds became limited partners of Stagwell Media LP, a limited partnership (the “Limited Partnership”) that acquired securities of the Issuer. As amended over time, the Limited Partnership Agreement (“LPA”) governing the Limited Partnership provided that if the Limited Partnership continued to hold equity securities of the Issuer as of April 30, 2023, the AlpInvest Funds had (subject to the Limited Partnership continuing to hold such securities and not electing to make cash distributions to and redeem the AlpInvest Funds interests in the Limited Partnership) the right to cause the Limited Partnership to convert or exchange any convertible or exchangeable securities it held of the Issuer to Class A Common Stock and distribute shares of Class A Common Stock held by the Limited Partnership to the partners of the Limited Partnership. The number of shares that the AlpInvest Funds have the right to cause the Limited Partnership to distribute is determined by, among other things, the trading price of the Class A Common Stock. Prior to April 30, 2023, the Reporting Persons did not have or share voting power or investment power over any shares of Class A Common Stock held by the Limited Partnership. Such power was held solely by the general partner of the Limited Partnership.

On May 8, 2023, the AlpInvest Funds directed the Limited Partnership to make a partial distribution in kind of shares of Class A Common Stock held by the Limited Partnership. In connection with that instruction, the Limited Partnership entered into an agreement with the AlpInvest Funds in which it agreed to effect the distribution by May 31, 2023. If not effected by that date, unless otherwise agreed by the AlpInvest Funds and the Limited Partnership and its general partner, the distribution in-kind will be abandoned. There are no conditions to the obligation of the Limited Partnership to effect the distribution. The number of shares of Class A Common Stock to be distributed to each AlpInvest Fund (the “Distributed Shares”) is as follows:


CUSIP No. 552697104				Page 15 of 25


AlpInvest Fund:	Number of Shares of Class A Common Stock:
US Secondary		7,897,045
PEP Secondary		2,824,653
Secondaries Fund VI		9,305,931
Secondaries Fund (Euro)		1,229,268
GGG		470,406
GA Secondary		118,628
AG Secondary		838,743
APSS Secondary		215,233
Secondary CV		126,477
Secondaries II CV		301,770
Total		23,328,154

On May 9, 2023, the AlpInvest Funds entered into a Share Repurchase Agreement with the Issuer (the “Share Repurchase Agreement”). Pursuant to the Share Repurchase Agreement, the Issuer agreed to repurchase the Distributed Shares from the AlpInvest Funds at a price of $6.43 per share, for total proceeds of $150,000,030.22. The AlpInvest Funds and the Limited Partnership have agreed that, for purposes of the LPA and determining the amount of distributions that the AlpInvest Funds continue to have the right to receive under the LPA, the Distributed Shares are valued at that same price. If the Share Repurchase Agreement is not consummated by May 31, 2023, unless otherwise agreed by the AlpInvest Funds and the Issuer, it will be terminated. The Share Repurchase Agreement is attached hereto as Exhibit 2.

On May 10, 2023, the Reporting Persons entered into an agreement with the general partner of the Limited Partnership that provides that the Reporting Persons cannot cause the Limited Partnership to make a distribution of shares of Class A Common Stock if, immediately following such distribution, the Reporting Persons (together with any persons with whom their beneficial ownership would be aggregated under for purposes of Section 13(d) or Section 16 of the U.S. Securities Exchange Act of 1934, as amended) would, after giving effect to such distribution, beneficially own more than 9.9% of the outstanding shares of Class A Common Stock (the “Blocker Provision”).

The Reporting Persons are currently engaged in advanced negotiations with Stagwell Media LP to redeem the AlpInvest Funds’ remaining interest in Stagwell Media LP. Such negotiations are ongoing and remain subject to final documentation. If such negotiations are successful and the redemption is consummated, the Reporting Persons will no longer beneficially own any securities of the Issuer.

Other than as described above, none of the Reporting Persons nor, to the best knowledge of each of the Reporting Persons, without independent verification, any of the persons listed in Schedule A hereto, currently has any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)–(j) of Schedule 13D, although the Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto. As a result of these activities, one or more of the Reporting Persons may suggest or take a position with respect to potential changes in the operations, management or capital structure of the Issuer as a means of enhancing shareholder value. Such suggestions or positions may include one or more plans or proposals that relate to or would result in any of the actions required to be reported herein, including, without limitation, such matters as acquiring additional securities of the Issuer or disposing of securities of the Issuer; entering into an extraordinary corporate transaction such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; selling or transferring a material amount of assets of the Issuer or any of its subsidiaries; changing the present board of directors or management of the Issuer, including changing the number or term of directors or filling any existing vacancies on the board of directors of the Issuer; materially changing the present capitalization or dividend policy of the Issuer; materially changing the Issuer’s business or corporate structure; changing the Issuer’s certificate of incorporation, bylaws or instruments corresponding thereto or taking other actions which may impede the acquisition of control of the Issuer by any person; causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an interdealer quotation system of a registered national securities association; causing a class of equity securities of the Issuer to become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Act of 1933, as amended; and taking any action similar to any of those enumerated above.


CUSIP No. 552697104				Page 16 of 25

Item 5. Interest in Securities of the Issuer.

The information contained in rows 7, 8, 9, 10, 11 and 13 on each of the cover pages of this Schedule 13D and the information set forth or incorporated in Item 4 of this Schedule 13D is incorporated by reference in its entirety into this Item 5.

(a)(b) Calculations of the percentage of shares of Class A Common Stock beneficially owned are based on (i) 129,689,614 shares of Class A Common Stock outstanding as of May 3, 2023, as reported by the Issuer in its Quarterly Report on Form 10-Q for the period ended March 31, 2023, filed with the Securities and Exchange Commission (the “SEC”) on May 9, 2023, (ii) an assumed conversion by Stagwell Media LP of 9,130,317 shares of Class C Common Stock, par value $0.00001 (the “Class C Common Stock”) of the Issuer to shares of Class A Common Stock, which (based on information disclosed in the definitive proxy on Schedule 14A filed by the Issuer with the SEC on May 1, 2023 (the “Proxy”) would be the minimum number of shares of Class C Common Stock that would need to be converted to effect the distribution of the Distributed Shares described in Item 4, (iii) the repurchase by the Issuer of an aggregate of 23,328,154 shares of Class A Common Stock from the Reporting Persons and (iv) the Reporting Persons’ right to cause Stagwell Media LP to distribute (after giving effect to the Blocker Provision) shares of Class A Common Stock, which (based on information disclosed in the Proxy) would require Stagwell Media LP to convert an equal number of shares of Class C Common Stock to Class A Common Stock. After giving effect to the Blocker Provision, the Reporting Persons beneficially own, in the aggregate, 9.9% of the outstanding shares of Class A Common Stock, as calculated in accordance Rule 13d-3 under the Exchange Act.

(c) Except as set forth in this Schedule 13D, none of the Reporting Persons nor, to the best knowledge of the Reporting Persons, without independent verification, any person named in Item 2 hereof, has effected any transaction in the shares of Class A Common Stock during the past 60 days.

(d) To the best knowledge of the Reporting Persons, no person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities beneficially owned by the Reporting Persons identified in this Item 5.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to the Securities of the Issuer.

The information set forth in Item 4 of this Schedule 13D is incorporated by reference in its entirety into this Item 6.

Except as described above, to the knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise), including, but not limited to, the transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, among the persons named in Item 2 or between such persons and any other person, with respect to any securities of Issuer, including, but not limited to, any securities pledged or otherwise subject to a contingency the occurrence of which would give another person voting power or investment power over such securities.

Item 7. Materials to be Filed as Exhibits.


Exhibit No.		Description

1.		Joint Filing Agreement

2.		Form of Stock Repurchase Agreement between the Reporting Persons and the Issuer.


CUSIP No. 552697104				Page 17 of 25

Signatures

After reasonable inquiry and to the best knowledge and belief of the undersigned, such person certifies that the information set forth in this Statement with respect to such person is true, complete and correct.

Date: May 10, 2023


AlpInvest Partners US Secondary Investments 2016 I C.V.
By: AlpInvest Partners Secondary Investments 2016 I B.V., its general partner
By: AlpInvest Partners B.V., its managing director

By:		/s/ Marc Rademakers
Name: Marc Rademakers
Title: Authorized Signatory

By:		/s/ Marnix Mol
Name: Marnix Mol
Titled: Authorized Signatory

AlpInvest PEP Secondary 2017 C.V.
By: AlpInvest PEP GP B.V., its general partner
By: AlpInvest Partners B.V., its managing director

By:		/s/ Marc Rademakers
Name: Marc Rademakers
Title: Authorized Signatory

By: /s/ Marnix Mol

Name: Marnix Mol
Titled: Authorized Signatory


CUSIP No. 552697104				Page 18 of 25


AlpInvest Secondaries Fund VI C.V.
By: AlpInvest SF VI B.V., its general partner
By: AlpInvest Partners B.V., its managing director

By: /s/ Marc Rademakers
Name: Marc Rademakers
Title: Authorized Signatory

By: /s/ Marnix Mol
Name: Marnix Mol
Titled: Authorized Signatory

AlpInvest Secondaries Fund (Euro) VI C.V.
By: AlpInvest SF VI B.V., its general partner
By: AlpInvest Partners B.V., its managing director

By: /s/ Marc Rademakers
Name: Marc Rademakers
Title: Authorized Signatory

By: /s/ Marnix Mol
Name: Marnix Mol
Titled: Authorized Signatory

GGG US Secondary 2017 C.V.
By: AlpInvest GGG B.V., its general partner
By: AlpInvest Partners B.V., its managing director

By: /s/ Marc Rademakers Name: Marc Rademakers

Title: Authorized Signatory

By: /s/ Marnix Mol
Name: Marnix Mol
Titled: Authorized Signatory


CUSIP No. 552697104				Page 19 of 25

AlpInvest GA Secondary C.V.

By: AlpInvest GA B.V., its general partner

By: AlpInvest Partners B.V., its managing director

By: /s/ Marc Rademakers

Name: Marc Rademakers

Title: Authorized Signatory

By: /s/ Marnix Mol

Name: Marnix Mol

Titled: Authorized Signatory

AG Secondary C.V.

By: AlpInvest G GP, B.V., its general partner

By: AlpInvest Partners B.V., its managing director

By: /s/ Marc Rademakers

Name: Marc Rademakers

Title: Authorized Signatory

By: /s/ Marnix Mol

Name: Marnix Mol

Titled: Authorized Signatory

APSS Secondary C.V.

By: AlpInvest PSS GP B.V., its general partner

By: AlpInvest Partners B.V., its managing director

By: /s/ Marc Rademakers

Name: Marc Rademakers

Title: Authorized Signatory

By: /s/ Marnix Mol

Name: Marnix Mol

Titled: Authorized Signatory


CUSIP No. 552697104				Page 20 of 25

AJ Secondary C.V.

By: AlpInvest J GP B.V., its general partner

By: AlpInvest Partners B.V., its managing director

By: /s/ Marc Rademakers

Name: Marc Rademakers

Title: Authorized Signatory

By: /s/ Marnix Mol

Name: Marnix Mol

Titled: Authorized Signatory

AP Fondo Secondaries II C.V.

By: AlpInvest Fondo B.V., its general partner

By: AlpInvest Partners B.V., its managing director

By: /s/ Marc Rademakers

Name: Marc Rademakers

Title: Authorized Signatory

By: /s/ Marnix Mol

Name: Marnix Mol

Titled: Authorized Signatory

AlpInvest Partners B.V.

By: /s/ Marc Rademakers

Name: Marc Rademakers

Title: Authorized Signatory

By: /s/ Marnix Mol

Name: Marnix Mol

Titled: Authorized Signatory

Schedule A

The following sets forth certain information regarding the managers of AlpInvest Partners B.V. The business address for each of the following persons is Jachthavenweg 118, 1081 KJ, Amsterdam..


Name	Citizenship	Present Principal Occupation or Employment

Moerel, Wouter, Jeroen	The Netherlands	Director at AlpInvest Partners B.V.

Herberg, Erica, Kathleen	USA	Director and Chief Financial Officer at AlpInvest Partners B.V.

Bagijn-van Overbeeke, Geertruida, Rudolfina	The Netherlands	Director at AlpInvest Partners B.V.

EX-99.1 2 d485519dex991.htm EX-99.1 EX-99.1

Exhibit 1

Joint Filing Agreement

In accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the Class A Common Stock, par value $0.001 per share of Stagwell Inc. and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filing. In evidence thereof, the undersigned, being duly authorized, hereby execute this Joint Filing Agreement as of May 10, 2023.


AlpInvest Partners US Secondary Investments 2016 I C.V.
By: AlpInvest Partners Secondary Investments 2016 I B.V., its general partner
By: AlpInvest Partners B.V., its managing director

By:		/s/ Marc Rademakers
Name: Marc Rademakers
Title: Authorized Signatory

By:		/s/ Marnix Mol
Name: Marnix Mol
Titled: Authorized Signatory

AlpInvest PEP Secondary 2017 C.V.
By: AlpInvest PEP GP B.V., its general partner
By: AlpInvest Partners B.V., its managing director

By:		/s/ Marc Rademakers
Name: Marc Rademakers
Title: Authorized Signatory

By:		/s/ Marnix Mol
Name: Marnix Mol
Titled: Authorized Signatory


CUSIP No. 552697104				Page 23 of 25


AlpInvest Secondaries Fund VI C.V.
By: AlpInvest SF VI B.V., its general partner
By: AlpInvest Partners B.V., its managing director

By:		/s/ Marc Rademakers
Name: Marc Rademakers
Title: Authorized Signatory

By:		/s/ Marnix Mol
Name: Marnix Mol
Titled: Authorized Signatory

AlpInvest Secondaries Fund (Euro) VI C.V.
By: AlpInvest SF VI B.V., its general partner
By: AlpInvest Partners B.V., its managing director

By:		/s/ Marc Rademakers
Name: Marc Rademakers
Title: Authorized Signatory

By:		/s/ Marnix Mol
Name: Marnix Mol
Titled: Authorized Signatory

GGG US Secondary 2017 C.V.
By: AlpInvest GGG B.V., its general partner
By: AlpInvest Partners B.V., its managing director

By:		/s/ Marc Rademakers
Name: Marc Rademakers
Title: Authorized Signatory

By:		/s/ Marnix Mol
Name: Marnix Mol
Titled: Authorized Signatory


CUSIP No. 552697104				Page 24 of 25


AlpInvest GA Secondary C.V.
By: AlpInvest GA B.V., its general partner
By: AlpInvest Partners B.V., its managing director

By:		/s/ Marc Rademakers
Name: Marc Rademakers
Title: Authorized Signatory

By:		/s/ Marnix Mol
Name: Marnix Mol
Titled: Authorized Signatory

AG Secondary C.V.
By: AlpInvest G GP, B.V., its general partner
By: AlpInvest Partners B.V., its managing director

By:		/s/ Marc Rademakers
Name: Marc Rademakers
Title: Authorized Signatory

By:		/s/ Marnix Mol
Name: Marnix Mol
Titled: Authorized Signatory

APSS Secondary C.V.
By: AlpInvest PSS GP B.V., its general partner
By: AlpInvest Partners B.V., its managing director

By:		/s/ Marc Rademakers
Name: Marc Rademakers
Title: Authorized Signatory

By:		/s/ Marnix Mol
Name: Marnix Mol
Titled: Authorized Signatory

AJ Secondary C.V.
By: AlpInvest J GP B.V., its general partner
By: AlpInvest Partners B.V., its managing director

By:		/s/ Marc Rademakers
Name: Marc Rademakers
Title: Authorized Signatory

By:		/s/ Marnix Mol
Name: Marnix Mol
Titled: Authorized Signatory


CUSIP No. 552697104				Page 25 of 25


AP Fondo Secondaries II C.V.
By: AlpInvest Fondo B.V., its general partner
By: AlpInvest Partners B.V., its managing director

By:		/s/ Marc Rademakers
Name: Marc Rademakers
Title: Authorized Signatory

By:		/s/ Marnix Mol
Name: Marnix Mol
Titled: Authorized Signatory

AlpInvest Partners B.V.

By:		/s/ Marc Rademakers
Name: Marc Rademakers
Title: Authorized Signatory

By:		/s/ Marnix Mol
Name: Marnix Mol
Titled: Authorized Signatory

EX-99.2 3 d485519dex992.htm EX-99.2 EX-99.2

Exhibit 99.2

EXECUTION VERSION

STOCK REPURCHASE AGREEMENT

THIS STOCK REPURCHASE AGREEMENT is made as of the 9^th day of May 2023 (this “Agreement”) by and between each of the entities listed on Schedule I hereto (each, a “Seller” and collectively, the “Sellers”) and Stagwell Inc., a Delaware corporation (the “Corporation”). The Sellers and the Corporation are sometimes referred to in this Agreement collectively as the “Parties” or individually as a “Party”.

Background

Each Seller owns, following the consummation of the transactions contemplated by the Class B Share Distribution Agreement dated on or about the date hereof by and among the Sellers and Stagwell Media LP (a Delaware limited partnership, the “Partnership”) (such agreement, the “Distribution Agreement”), such number of shares of class A common stock, $0.001 par value per share, of the Corporation as set forth beside its name on Schedule I (the “Shares”). The Corporation desires to purchase the Shares from the Sellers, and the Sellers desire to sell the Shares to the Corporation, in each instance, upon the terms and conditions set forth in this Agreement (the “Transaction”). The board of directors of the Corporation has determined that the Transaction is fair to and in the best interests of the Corporation and its stockholders, and has approved the execution, delivery and performance of this Agreement and the consummation of the Transaction.

Agreement

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

1. Purchase and Sale of the Shares. On the terms and conditions set forth in this Agreement, on the Closing Date (as defined below), the Corporation shall purchase from, and the Sellers shall sell, transfer, assign, convey and deliver to the Corporation, the Shares for a purchase price of $6.43 per Share, with the aggregate amount to be paid in respect of all Shares held by each Seller set forth on Schedule I (the “Purchase Price” in respect of all Shares held by such Seller).

2. Payment of the Purchase Price. Subject to the Sellers’ full receipt of the Shares pursuant to the Distribution Agreement, the Parties shall hold the closing of the Transaction as soon as practically possible, but in any event no later than the 15th Business Day after the execution of this Agreement by the Parties; provided that if additional time is needed due to the Sellers’ late receipt of the Shares, the Parties agree that they will cooperate in good faith and use commercially reasonable efforts to the extend the date of the closing of the transaction contemplated hereby; provided, further, that such extension shall not, unless otherwise agreed in writing by the parties hereto, extend beyond May 31, 2023 (such closing date, as may extended in accordance with the terms hereof, the “Closing Date”). For the avoidance of doubt, in the event that the closing has not occurred on or prior to the later date referenced in the preceding sentence, either Party shall have the ability to terminate this Agreement at such time with no further liability or obligation resulting therefrom. On the Closing Date, in full consideration for the transfer of the Shares owned by each Seller, the Corporation shall pay and deliver to each Seller the Purchase Price in respect of the Shares sold by such Seller via bank wire transfer of immediately available funds to an account designated in writing by such Seller on Schedule I (or via any other payment means mutually acceptable to such Seller and the Corporation). “Business Day” referred to in this Agreement means any day other than (i) Saturday or Sunday or (ii) any other day on which banks located in New York City generally are closed for business. Each Seller shall deliver to the Corporation (i) a duly executed stock power in the form attached hereto as Exhibit A relating to the Shares owned by such Seller and shall deliver to the Corporation such other

documents and take such actions as may be reasonably required by the Corporation and its transfer agent in order to effect the transfer to the Corporation of all of the rights, title and interest of such Seller in and to such Shares and (ii) a complete, duly executed Form W-8 (including any necessary attachments). The Corporation shall provide the Sellers with a timely and validly-executed certification conforming to the requirements of Treasury Regulations Section 1.897-2(h) and 1.1445-2(c)(3), certifying that the Corporation was not a “U.S. real property holding corporation” during the relevant period.

3. Representations and Warranties of each Seller. Each Seller, severally and not jointly, solely with respect to itself and the Shares owned by it (or to be owned by it following distribution pursuant to the Distribution Agreement), hereby represents and warrants to the Corporation as follows:

(a) Such Seller is duly organized and existing under the laws of the jurisdiction of its formation has all requisite legal and corporate power and authority to execute and deliver this Agreement and to carry out and perform its obligations under the terms of this Agreement.

(b) This Agreement constitutes the legal, valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms. All corporate action on the part of such Seller necessary for the authorization, execution, delivery and performance by such Seller of this Agreement and the consummation of the transactions contemplated hereunder has been taken or will be taken prior to the Closing Date.

(c) Neither the execution and delivery of this Agreement by such Seller nor the transfer by such Seller to the Corporation of the Shares to be transferred pursuant to this Agreement will, directly or indirectly (with or without notice or lapse of time) contravene, conflict with or result in a violation of, or give any governmental entity or other person or entity the right to challenge the transactions contemplated by this Agreement or the right to exercise any remedy or obtain any relief under, any legal requirement to which such Seller, or any of the assets owned or used by such Seller, may be subject. Seller will not be required to give any notice to or obtain any consent from any person or entity in connection with the execution and delivery of this Agreement or the performance by such Seller of its obligations pursuant to this Agreement.

(d) No consent, approval or authorization of, or notice to, any person or governmental authority is required in connection with the execution and delivery by such Seller of this Agreement or the consummation of the transactions contemplated by this Agreement.

(e) Such Seller has good and valid title to the Shares owned by such Seller, free and clear of any lien, encumbrance, pledge, charge, security interest, mortgage, title retention agreement, option, equity or other adverse claim or rights of any third party whatsoever (except for restrictions on transfer pursuant to applicable federal and state securities laws). Such Seller is the sole record owner and sole legal and beneficial owner of the Shares to be sold by such Seller hereunder. No Seller has, in whole or in part, (i) assigned, transferred, hypothecated, pledged or otherwise disposed of such Shares or its ownership or other rights in such Shares or (ii) given any person or entity any transfer order, power of attorney or other authority of any nature whatsoever with respect to such Shares. Following the consummation of the Transaction, and against payment made pursuant to this Agreement, good, valid and marketable title to such Shares, free and clear of any lien, encumbrance, pledge, charge, security interest, mortgage, title retention agreement, option, equity or other adverse claim, will pass to the Corporation.

(f) There is no action, suit, proceeding or investigation pending or, to such Seller’s knowledge, currently threatened that would materially and adversely affect the validity of this Agreement, or the right of such Seller to enter into this Agreement or to consummate the transactions contemplated by this Agreement. There are presently no outstanding judgments, decrees or orders of any court or any governmental or administrative agency against such Seller which questions the validity of this Agreement or the right of such Seller to consummate the transactions contemplated by this Agreement.

(g) Such Seller has not incurred any obligation or liability, contingent or otherwise, for any brokerage or finder’s fee, agent’s commission or other similar payments to any third party in connection with the transactions contemplated by this Agreement.

(h) Such Seller has the requisite knowledge and experience in financial and business matters necessary to evaluate the merits and risk of the transactions contemplated by this Agreement. Such Seller has made an independent decision to sell the Shares to be sold by such Seller hereunder based on such Seller’s knowledge of the Corporation and its business and other information available to such Seller, which such Seller has determined is adequate for that purpose. Such Seller has had the opportunity to ask questions and receive answers concerning the terms and conditions of the Transaction and such Shares and has had full access to such other information concerning the Corporation as it has requested. Such Seller has received all information that it believes is necessary or appropriate in connection with the Transactions and has negotiated this Agreement on an arm’s-length basis. Such Seller has engaged, to the extent such Seller deems appropriate, expert advisors experienced in the evaluation of transactions of the type contemplated hereby. Such Seller acknowledges that it has not relied upon any express or implied representations or warranties of any nature made by or on behalf of the Corporation, whether or not any such representations, warranties or statements were made in writing or orally, except as expressly set forth for the benefit of such Seller in this Agreement. Such Seller acknowledges that the Corporation and its affiliates, officers and directors may possess material non-public information not known to such Seller regarding or relating to the Corporation, including information concerning the business, financial condition, results of operations or prospects of the Corporation. Such Seller acknowledges and confirms that it is aware that future changes or developments in (i) the Corporation’s business and financial condition and operating results, (ii) the industries in which the Corporation competes and (iii) overall market and economic conditions, may have a favorable impact on the value of the Shares after the sale by such Seller of such Shares to the Corporation pursuant to the terms of this Agreement.

4. Representations, Warranties and Covenants of the Corporation. The Corporation represents, warrants and covenants to each Seller as follows:

(a) The Corporation has all requisite legal and corporate power and authority to execute and deliver this Agreement and to carry out and perform its obligations under the terms of this Agreement.

(b) This Agreement constitutes the legal, valid and binding obligation of the Corporation, enforceable against the Corporation in accordance with its terms. All corporate action on the part of the Corporation, its board of directors and its stockholders necessary for the authorization, execution, delivery and performance by the Corporation of this Agreement and the consummation of the transactions contemplated hereunder has been taken or will be taken prior to the Closing Date.

(c) Neither the execution and delivery of this Agreement by the Corporation nor the purchase by the Corporation from the Sellers of the Shares to be transferred pursuant to this Agreement will, directly or indirectly (with or without notice or lapse of time) contravene, conflict with or result in a violation of, or give any governmental entity or other person or entity the right to challenge the transactions contemplated by this Agreement or the right to exercise any remedy or obtain any relief under, any legal requirement to which the Corporation, or any of the assets owned or used by the Corporation, may be subject. The Corporation will not be required to give any notice to or obtain any consent from any person or entity in connection with the execution and delivery of this Agreement or the performance by the Corporation of its obligations pursuant to this Agreement.

(d) No consent, approval or authorization of, or notice to, any person or governmental authority is required in connection with the execution and delivery by the Corporation of this Agreement or the consummation of the transactions contemplated by this Agreement.

(e) The Corporation has sufficient funds legally available to consummate the transactions contemplated hereunder.

5. Tax Matters.

(a) The Corporation shall not withhold U.S. federal, state, local or non-U.S. tax on any payments made to the Sellers under this Agreement.

(b) The Parties hereto intend that, for U.S. federal (and applicable state and local) income tax purposes, the transactions described in this Agreement shall be treated as a “substantially disproportionate redemption” of the Shares governed by Section 302(b)(1) or 302(b)(2) of the Code (the “Intended Tax Treatment”). The Parties shall prepare and file all U.S. federal, state and local income tax returns in a manner consistent with the Intended Tax Treatment, and shall not take any position in any audit or other proceeding relating to taxes that is inconsistent with the Intended Tax Treatment except upon a contrary final determination by an applicable taxing authority.

6. Expenses. Each Party will pay its own legal and other fees in connection with the negotiation and preparation of this Agreement.

7. Further Assurances. From and after the date hereof, each Party will take such further actions as may be reasonably necessary to implement the intent of this Agreement.

8. Governing Law. This Agreement shall be governed by and construed, interpreted and enforced in accordance with the internal, substantive laws of the State of Delaware, without regard to principles of conflicts of laws. Any dispute relating hereto shall be heard in the Court of Chancery of the State of Delaware, and, if applicable, in any state or federal court located in the State of Delaware in which appeal from the Court of Chancery of the State of Delaware may validly be taken under the laws of the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over such dispute, any state or federal court within the State of Delaware) (each a “Chosen Court” and collectively, the “Chosen Courts”), and the parties hereto agree to the exclusive jurisdiction and venue of the Chosen Courts. The parties further agree that any proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby or by any matters related to the foregoing (the “Applicable Matters”) shall be brought exclusively in a Chosen Court, and that any proceeding arising out of this Agreement or any other Applicable Matter shall be deemed to have arisen from a transaction of business in the State of Delaware and each of the parties hereby irrevocably consents to the jurisdiction of such Chosen Courts in any such proceeding and irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that such parties may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such Chosen Court. The parties further covenant not to bring a proceeding with respect to the Applicable Matters (or that could affect any Applicable Matter) other than in such Chosen Court and not to challenge or enforce in another jurisdiction a judgment of such Chosen Court.

9. Binding Effect. This Agreement will be binding on and inure to the benefit of the Parties and their respective successors and assigns.

10. Entire Agreement. This Agreement is the exclusive statement of the agreement among the Parties concerning the subject matter hereof. All negotiations, disclosures, discussions and investigations relating to the subject matter of this Agreement are merged into this Agreement, and there are no representations, warranties, covenants, understandings or agreements, oral or otherwise, relating to the subject matter of this Agreement, other than those included or referenced herein.

11. Amendment. This Agreement may not be modified or amended except by an instrument in writing executed by each Party.

12. Waiver. Compliance with the provisions of this Agreement may be waived only by a written instrument specifically referring to this Agreement and signed by the party waiving compliance. No course of dealing, nor any failure or delay in exercising any right, shall be construed as a waiver, and no single or partial exercise of a right shall preclude any other or further exercise of that or any other right.

13. Captions. The headings of sections are included solely for convenience of reference only and do not form a part of this Agreement.

14. Severability. Any term or provision of this Agreement that is invalid or unenforceable in any jurisdiction will, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction. If any provision of this Agreement is so broad as to be unenforceable, then the provision will be interpreted to be only so broad as is enforceable.

15. Counterparts. This Agreement may be executed in any number of multiple counterparts, each of which shall be deemed to be an original copy and all of which shall constitute one agreement, binding on all Parties hereto. For the avoidance of doubt, a Party’s execution and delivery of any of this Agreement by electronic signature and electronic transmission (jointly, an “Electronic Signature”), including via DocuSign or other similar method, shall constitute the execution and delivery of a counterpart of this Agreement by or on behalf of such Party and shall bind such Party to the terms thereof. The Parties agree that this Agreement and any additional information incidental hereto may be maintained as electronic records. Any Party executing and delivering this Agreement by Electronic Signature further agrees to take any and all reasonable additional actions, if any, evidencing its intent to be bound by the terms thereof.

- Signature Pages Follow -

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.


THE CORPORATION:

Stagwell Inc.

By: _______________________________________
		Name:
		Title:

AlpInvest Partners US Secondary Investments 2016 I C.V.

By: AlpInvest Partners Secondary Investments 2016 I B.V., its general partner

By: AlpInvest Partners B.V., its managing director