SC 13D/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 13D/A

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 13)

STAGWELL INC.

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

85256A109

(CUSIP Number)

Stagwell Agency Holdings LLC

c/o The Stagwell Group LLC

1808 I Street, NW, 6th Floor

Washington, DC 20006

Attention: Mark J. Penn

(917) 765-2638

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

May 8, 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).

SCHEDULE 13D/A

CUSIP No. 85256A109 Page 2 of 9 Pages

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Stagwell Agency Holdings LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ☐ (b) ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) OO (See Item 3)
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 0 (See Items 4 and 5)
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 0 (See Items 4 and 5)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 (See Items 4 and 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% (See Item 5)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

SCHEDULE 13D/A

CUSIP No. 85256A109 Page 3 of 9 Pages

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). The Stagwell Group LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ☐ (b) ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) OO (See Item 3)
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 151,778,741 (See Items 4 and 5)*
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 151,778,741 (See Items 4 and 5)*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 151,778,741 (See Items 4 and 5)*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 53.6% (See Item 5)**
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

* Reflects (i) 130,000 issued and outstanding shares of Class A Common Stock and (ii) 151,648,741 shares of Class A Common Stock issuable upon conversion of the shares of Class C Common Stock beneficially owned by the Reporting Person. 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. Each holder of shares of Class C Common Stock may, at its option, exchange such shares of Class C Common Stock, together with its corresponding economic interests in a wholly-owned subsidiary of the Issuer (each such paired share of Class C Common Stock and economic interest, a “Paired Equity Interest”), for shares of Class A Common Stock on a one-to-one basis (i.e., one Paired Equity Interest for one share of Class A Common Stock).

** The calculation is based on a total of 290,598,672 shares of Class A Common Stock outstanding, which includes (i) 138,949,931 issued and outstanding shares of Class A Common Stock and (ii) 151,648,741 shares of Class A Common Stock issuable upon conversion of the shares of Class C Common Stock beneficially owned by the Reporting Person.

SCHEDULE 13D/A

CUSIP No. 85256A109 Page 4 of 9 Pages

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Mark J. Penn
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ☐ (b) ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) OO (See Item 3)
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 2,317,924 (See Items 4 and 5)*
	8	SHARED VOTING POWER 151,778,741 (See Items 4 and 5)**
	9	SOLE DISPOSITIVE POWER 2,317,924 (See Items 4 and 5)*
	10	SHARED DISPOSITIVE POWER 151,778,741 (See Items 4 and 5)**
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 154,096,665 (See Items 4 and 5)**
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 54.4% (See Item 5)***
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

* Does not include 1,725,000 shares of Class A Common Stock that may be issued upon the vesting and exercise of certain Stock Appreciation Rights. See Items 4 and 5.

** Reflects (i) 130,000 issued and outstanding shares of Class A Common Stock and (ii) 151,648,741 shares of Class A Common Stock issuable upon conversion of the shares of Class C Common Stock beneficially owned by the Reporting Person. 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. Each holder of shares of Class C Common Stock may, at its option, exchange its Paired Equity Interests for shares of Class A Common Stock on a one-to-one basis (i.e., one Paired Equity Interest for one share of Class A Common Stock).

*** The calculation is based on a total of 290,598,672 shares of Class A Common Stock outstanding, which includes (i) 138,949,931 issued and outstanding shares of Class A Common Stock and (ii) 151,648,741 shares of Class A Common Stock issuable upon conversion of the shares of Class C Common Stock beneficially owned by the Reporting Person.

SCHEDULE 13D/A

CUSIP No. 85256A109 Page 5 of 9 Pages

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Stagwell Media LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ☐ (b) ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) OO (See Item 3)
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 151,648,741 (see Items 4 and 5)*
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 151,648,741 (See Items 4 and 5)*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 151,648,741 (See Items 4 and 5)*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 53.5% (See Item 5)**
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

* Reflects 151,648,741 shares of Class A Common Stock issuable upon conversion of the shares of Class C Common Stock beneficially owned by the Reporting Person. 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. Each holder of shares of Class C Common Stock may, at its option, exchange its Paired Equity Interests for shares of Class A Common Stock on a one-to-one basis (i.e., one Paired Equity Interest for one share of Class A Common Stock).

** The calculation is based on a total of 290,598,672 shares of Class A Common Stock outstanding, which includes (i) 138,949,931 issued and outstanding shares of Class A Common Stock and (ii) 151,648,741 shares of Class A Common Stock issuable upon conversion of the shares of Class C Common Stock beneficially owned by the Reporting Person.

This Amendment No. 13 to Schedule 13D (this “Amendment No. 13”) is being filed jointly by: (i) Stagwell Agency Holdings LLC, a Delaware limited liability company, (ii) The Stagwell Group LLC, a Delaware limited liability company, (iii) Stagwell Media LP, a Delaware limited partnership, and (iv) Mark J. Penn, a United States citizen (collectively, the “Reporting Persons” and each, individually, a “Reporting Person”), and relates to the Class A common stock, par value $0.001 per share (the “Class A Common Stock”), of Stagwell Inc. (the “Issuer”). This Amendment No. 13 amends the original statement on Schedule 13D filed jointly by Stagwell Agency Holdings LLC, The Stagwell Group LLC, and Mark J. Penn with the Securities and Exchange Commission on March 25, 2019, as amended by Amendment No. 1 on June 26, 2020, Amendment No. 2 on October 4, 2020, Amendment No. 3 on December 22, 2020, Amendment No. 4 on June 7, 2021, Amendment No. 5 on June 14, 2021, Amendment No. 6 on June 17, 2021, Amendment No. 7 on July 9, 2021, Amendment No. 8 on July 16, 2021, Amendment No. 9 on August 4, 2021, Amendment No. 10 on October 7, 2021, Amendment No. 11 on February 7, 2022 and Amendment No. 12 (“Amendment No. 12”) on March 14, 2023 (as so amended, the “Schedule 13D”), with respect to the Class A Common Stock.

This Amendment No. 13 amends the Schedule 13D as set forth herein. Unless otherwise indicated herein, each capitalized term used but not otherwise defined herein shall have the meaning given to such term in the Schedule 13D.

Item 2. Identity and Background.

Item 2 of the Schedule 13D is hereby amended and supplemented by adding the following:

(a) This Amendment No. 13 is being filed by the Reporting Persons.

(f) See the cover pages of this Amendment No. 13 for place of organization or citizenship of each of the Reporting Persons.

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

The disclosure set forth under Item 4 of this Amendment No. 13 is incorporated herein by reference.

Item 4. Purpose of Transaction.

Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following:

Additional Sales in Secondary Offering

On March 22, 2023, Stagwell Agency Holdings LLC sold 304,577 shares of Class A Common Stock to the Underwriters at a price of $6.429375 per share pursuant to a partial exercise of the Underwriters’ option to purchase additional shares from the Selling Stockholders provided for in the Underwriting Agreement. The terms of the Underwriting Agreement are described in more detail in Amendment No. 12.

AlpInvest Distributions

On May 8, 2023, pursuant to the terms of the limited partnership agreement of Stagwell Media LP, certain limited partners of Stagwell Media LP (collectively, the “AlpInvest Funds”) directed Stagwell Media LP to make a partial distribution in kind of shares of Class A Common Stock held by Stagwell Media LP. In connection with that instruction, on May 8, 2023, Stagwell Media LP entered into an agreement (the “Distribution Agreement”) with the AlpInvest Funds pursuant to which it agreed to effect a distribution of an aggregate of 23,328,154 shares of Class A Common Stock (the “AlpInvest Distribution Shares”) to the AlpInvest Funds. The Distribution Agreement contemplates the repurchase by the Issuer of the AlpInvest Distribution Shares and provides that if such consideration has not been paid by the Issuer by May 31, 2023 and the AlpInvest Funds have not waived such deadline in writing, the distribution of the AlpInvest Distribution Shares shall be deemed cancelled, and the AlpInvest Distribution Shares will be returned to Stagwell Media LP.

On May 10, 2023, the limited partnership agreement of Stagwell Media LP was amended (the “Blocker Amendment”) to provide that the AlpInvest Funds cannot cause Stagwell Media LP to make a distribution of shares of Class A Common Stock if, immediately following such distribution, the AlpInvest Funds (together with any persons with whom their beneficial ownership would be aggregated for purposes of Section 13(d) or Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) would, after giving effect to such distribution, beneficially own more than 9.9% of the outstanding shares of Class A Common Stock.

Also on May 10, 2023, Stagwell Media LP exchanged 9,260,317 shares of Class C Common Stock, par value $0.00001 per share, of the Issuer (“Class C Common Stock”), together with its corresponding economic interests in a wholly-owned subsidiary of the Issuer, for an equal number of shares of Class A Common Stock. On May 15, 2023, pursuant to the Distribution Agreement,(1) Stagwell Media LP distributed such shares of Class A Common Stock to the AlpInvest Funds, and (2) Stagwell Agency Holdings LLC distributed 14,067,837 shares of Class A Common Stock to the AlpInvest Funds.

The foregoing descriptions of the Distribution Agreement and the Blocker Amendment do not purport to be complete summaries of and are subject to and qualified in thier entirety by reference to the complete text of each of the Distribution Agreement and the Blocker Amendment, copies of which are filed as Exhibit A hereto and Exhibit B hereto, respectively, and incorporated herein by reference.

Item 5. Interest in Securities of the Issuer.

Subparts (a) and (b) of Item 5 of the Schedule 13D are hereby amended and restated as follows:

Calculations of the percentage of shares of Class A Common Stock beneficially owned assume:

(i) a total of 138,949,931 issued and outstanding shares of Class A Common Stock as of the date hereof, based on (i) 129,689,614 shares of Class A Common Stock issued and outstanding as of May 3, 2023 as provided on the Issuer’s Quarterly Report on Form 10-Q filed on May 9, 2023 and (ii) 9,260,317 shares of Class A Common Stock issued in connection with the AlpInvest Paired Equity Interest Exchange; and

(ii) the conversion of the remaining number of shares of Class C Common Stock beneficially owned by the applicable Reporting Person into an equal number of shares of Class A Common Stock.

The aggregate number and percentage of shares of Class A Common Stock beneficially owned by each Reporting Person and, for each Reporting Person, the number of shares of Class A Common Stock as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this Amendment No. 13 and are incorporated herein by reference.

As of the date hereof, Stagwell Agency Holdings LLC directly holds no shares of Class A Common Stock.

As of the date hereof, The Stagwell Group LLC directly holds 130,000 shares of Class A Common Stock.

As of the date hereof, Mark J. Penn directly holds 2,317,924 shares of Class A Common Stock, of which (i) 177,951 are unvested shares of restricted stock that are not scheduled to vest until February 23, 2024, subject to continued employment, (ii) 412,000 are unvested shares of restricted stock that are not scheduled to vest until March 31, 2024, subject to achievement of financial performance targets and continued employment, (iii) 593,031 are unvested shares of restricted stock that are not scheduled to vest until March 31, 2025, subject to achievement of financial performance targets and continued employment, and (iv) 640,988 are unvested shares of restricted stock that are not scheduled to vest until March 31, 2026, subject to achievement of financial performance targets and continued employment. In addition, as of the date hereof, Mr. Penn directly holds (i) 1,500,000 SARs granted on April 5, 2019 with a base price of $2.19 per share, of which all are vested and exercisable as of the date hereof, and (ii) 225,000 SARs granted on March 1, 2023 with a base price of $6.79 per share, vesting in three equal installments on each of the first three anniversaries of the date of grant.

As of the date hereof, Stagwell Media LP directly holds 151,648,741 shares of Class C Common Stock.

The Stagwell Group LLC is the general partner and manager of Stagwell Media LP and is the manager of Stagwell Agency Holdings LLC, which is a subsidiary of Stagwell Media LP. Mark J. Penn is the controlling person of The Stagwell Group LLC. Mark J. Penn is the controlling person of Stagwell Media LP.

To the best knowledge of the Reporting Persons, none of the individuals named in Item 2 beneficially owns any shares of Class A Common Stock except as described herein.

Subpart (c) of Item 5 of the Schedule 13D is hereby amended and restated as follows:

No transactions in shares of Class A Common Stock were effected by any Reporting Person during the sixty days before the date hereof, except as set forth in this Amendment No. 13.

Neither the filing of this Amendment No. 13 nor any of its contents shall be deemed to constitute an admission that any of the Reporting Persons is the beneficial owner of any securities covered by this statement for purposes of Section 13(d) of the Exchange Act, or for any other purpose, except to the extent of its or his pecuniary interest therein, if any, and such beneficial ownership is expressly disclaimed. The filing of this statement should not be construed to be an admission that any Reporting Person is a member of a “group” for the purposes of Sections 13(d) or 13(g) of the Exchange Act.

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

The disclosure set forth under Item 4 of this Amendment No. 13 is incorporated herein by reference.

Item 7. Material to be Filed as Exhibits.

Exhibit A: Class B Share Distribution Agreement, dated as of May 8, 2023, by and among Stagwell Media LP and the limited partners listed on Schedule 1 thereto.

Exhibit B: Amendment No. 5 to the Amended and Restated Agreement of Limited Partnership of Stagwell Media LP , dated as of May 10, 2023, by and among Stagwell Media LP, the Stagwell Group LLC (in its capacity as general partner of the partnership), Mark J. Penn and the limited partners listed on Schedule 1 thereto.

After reasonable inquiry and to the best of its or his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: May 19, 2023

STAGWELL AGENCY HOLDINGS LLC
By:	The Stagwell Group LLC, its manager
By:	/s/ Mark J. Penn
Name: Mark J. Penn
Title: Manager
THE STAGWELL GROUP LLC
By:	/s/ Mark J. Penn
Name: Mark J. Penn
Title: Manager
MARK J. PENN
By:	/s/ Mark J. Penn
Name: Mark J. Penn
STAGWELL MEDIA LP
By:	The Stagwell Group LLC, its manager
By:	/s/ Mark J. Penn
Name: Mark J. Penn
Title: Manager

EX-99.A

Exhibit A

EXECUTION VERSION

CLASS B SHARE DISTRIBUTION AGREEMENT

THIS CLASS B SHARE DISTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of May 8, 2023, by and among Stagwell Media LP, a Delaware limited partnership (the “Partnership”) and the Limited Partners listed on Schedule 1 (the “Class B Partners”). Capitalized terms used and not elsewhere defined herein have the meanings set forth in the Partnership Agreement (as defined below).

WHEREAS, the Partnership, the General Partner and the Limited Partners entered into the Amended and Restated Agreement of Limited Partnership dated as of August 13, 2018, as subsequently amended by Amendment No. 1 dated March 12, 2019, Amendment No. 2 dated April 15, 2019, Amendment No. 3 dated November 1, 2019, and Amendment No. 4 dated December 20, 2020 (as so amended and as it may be amended from time to time, the “Partnership Agreement”);

WHEREAS, the Partnership intends to make an in-kind distribution to the Class B Partners pursuant to this Agreement contingent upon Stagwell, Inc. (the “Corporation”) entering into a purchase agreement with the Class B Partners to acquire such in-kind distribution;

WHEREAS, the Class B Partners hereby waive any restrictions in the Partnership Agreement that would otherwise prohibit the transactions contemplated by this Agreement or the Corporation Purchase Agreement, solely for the purpose of, and to the extent necessary for, the consummation of such transactions;

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:

Section 1.  Distribution.

(a)   Pursuant to Section 2.3 of the Partnership Agreement (as amended by Amendment No. 4), the Class B Partners hereby elect, in partial satisfaction of the Class B Partners’ rights thereunder, to cause the Partnership to distribute to the Class B Partners the amount of Class A Common Stock of the Corporation set forth on Schedule I hereto, which the Class B Partners will sell to the Corporation for cash proceeds to the Class B Partners of [*****] (the “In-Kind Consideration”). The In-Kind Consideration will be applied as an in-kind payment to the Class B Partners pursuant to the Partnership Agreement. This transaction is referred to as the “In-Kind Distribution.” The Partnership and the General Partner shall use their best efforts to cause the Partnership to make the In-Kind Distribution no later than five (5) Business Days following the date of this Agreement, but in any event no later than nine (9) Business Days following the date of this Agreement (unless otherwise agreed in writing by the Class B Partners) (with, for the avoidance of doubt, the date of this Agreement counting as a “Business Day following the date of this Agreement” for purposes of this sentence). For clarity, no portion of the In-Kind Distribution shall be distributed to Stagwell Blocker LLC in respect of any Split Interest (as defined in the Partnership Agreement) of any Class B Partner. The In-Kind Distribution shall be made without offset or reduction of any kind.

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(b)   For the avoidance of doubt, (i) following the In-Kind Distribution, the Class B Partners will retain their rights under Section 2.3 of the Partnership Agreement (as amended by Amendment No. 4) to elect to cause the Partnership to make further distributions of equity in the Corporation up to the maximum amount specified therein, less the amount of the In-Kind Distribution, (ii) the value of the In-Kind Distribution to the payment waterfall in Section 3.3(b) of the Partnership Agreement will be $[*****] or whatever sum is received from the Corporation for the purchase of the In-Kind Distribution, and (iii) other than with respect to the In-Kind Distribution, the Partnership at all times otherwise retains the right to distribute cash in lieu of equity in accordance with the Partnership Agreement.

(c)    The deadline under this Agreement for making the In-Kind Distribution to the Class B Partners and for receipt by the Class B Partners of the In-Kind Consideration from the Corporation is, unless waived in writing by the Class B Partners, May 31, 2023 (the “Deadline”). If the Corporation has failed to pay the In-Kind Consideration in full by the Deadline, unless otherwise agreed in writing by the Class B Partners, then the In-Kind Distribution shall be deemed cancelled, the In-Kind Distribution shall be returned to the Partnership, this Agreement will have no further force or effect, and the Class B Partners shall continue to own their full Class B Interests, subject to the terms and conditions of the Partnership Agreement.

Section 2. Representations and Warranties.

(a)   Class B Partner Representations. Each Class B Partner, severally and not jointly, and with respect to itself only, represents and warrants to the Partnership as of the date hereof:

(i)     Legal Capacity. Such Class B Partner has full legal capacity to enter into and perform its obligations set forth in this Agreement. This Agreement constitutes the valid and legally binding obligation of such Class B Partner, enforceable against it in accordance with its terms.

(ii)    Conflicts. The execution, delivery and performance of this Agreement by such Class B Partner does not conflict with or result in a breach of any agreement, instrument, order, judgment, decree, or, to such Class B Partner’s knowledge, law or governmental regulation to which it is subject.

(iii)  Investment Representations. Such Class B Partner (i) has made its own independent investment decision to receive the In-Kind Distribution and to sell its pro rata share of the In-Kind Distribution to the Corporation, (ii) has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of entering into this Agreement and the Corporation Sale Agreement, (iii) is an “accredited investor” within the meaning of Rule 501 of Regulation D of the Securities Act, (iv) has relied on its own analysis of the Corporation Sale Agreement and this Agreement and not on any representation of the Partnership other than as set forth herein, (v) acknowledges that the General Partner has not advised it to enter into or not enter into this Agreement or the Corporation Sale Agreement, and such Class B Partner has made an independent assessment of the prospects for the Corporation which affects the value of the Class B Interests and (vi) understands that the value of the Corporation could increase or decrease after the date hereof.

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(b)   Partnership Representations. The General Partner, on behalf of itself and the Partnership, represents and warrants to the Class B Partners, as of the date hereof:

(i)     Legal Capacity. The General Partner and the Partnership each has full legal capacity to enter into and perform its obligations set forth in this Agreement. This Agreement constitutes the valid and legally binding obligation of the General Partner and the Partnership, enforceable against it in accordance with its terms.

(ii)   Conflicts. The execution, delivery and performance of this Agreement by each of the General Partner and the Partnership does not conflict with or result in a breach of any agreement, instrument, order, judgment, decree, law or governmental regulation to which it is subject.

(c)    Survival of Representations and Warranties; Indemnification. All representations and warranties contained herein or made in writing by any party in connection herewith will survive the execution and delivery of this Agreement and the closing of the transactions contemplated hereby (the “Closing”), regardless of any investigation or other examination that may be made, or any knowledge that may otherwise be acquired, at any time by or on behalf of a party to which representations and warranties are made under this Agreement, which investigation or knowledge shall not limit, diminish or in any way affect the specific representations and warranties in this Agreement, and the parties hereto may rely on the specific representations and warranties in this Agreement, irrespective of any information obtained by them by any investigation, examination or otherwise. Each party hereby agrees to indemnify the other party and hold the other party harmless against and in respect of any and all losses, liabilities, damages, obligations, claims, encumbrances, costs and expenses (including costs of suit and attorneys’ fees and expenses) incurred by the other party resulting from any breach of any representation, warranty, covenant or agreement made by the first party herein or in any instrument, agreement or document delivered to the other party pursuant hereto.

Section 3. Miscellaneous.

(a)   Amendments and Waivers. No modification, amendment or waiver of any provision hereof shall be effective against the parties hereto unless such modification, amendment or waiver is approved in writing by the parties hereto. The failure of any party to enforce any provision of this Agreement or under any agreement contemplated hereby shall in no way be construed as a waiver of such provisions and shall not affect the right of such party thereafter to enforce each and every provision of this Agreement and any agreement referred to herein in accordance with their terms.

(b)   Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, except that neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned or delegated by any party without the prior consent of the other parties hereto.

(c)    Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable under any applicable law or rule in any jurisdiction, such provision will be ineffective only to the extent of such invalidity, illegality or unenforceability in such jurisdiction, without invalidating the remainder of this Agreement in such jurisdiction or any provision hereof in any other jurisdiction.

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(d)   Governing Law. All questions concerning the construction, validity and interpretation of this Agreement shall be governed by and construed in accordance with the domestic laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

(e)   MUTUAL WAIVER OF JURY TRIAL. BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, EACH PARTY TO THIS AGREEMENT HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE BETWEEN OR AMONG ANY OF THE PARTIES HERETO, WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY AND/OR THE RELATIONSHIP ESTABLISHED AMONG THE PARTIES HEREUNDER.

(f)    Notices. All notices, demands and other communications to be given and delivered under or by reason of provisions under this Agreement will be in writing and will be deemed to have been given when personally delivered, sent by telecopy (with hard copy to follow by reputable overnight courier) or sent by reputable overnight courier service (charges prepaid) or mailed by first class mail (with a copy sent by telecopy) to the addresses or telecopy numbers set forth in Schedule 1 of the Partnership Agreement or to such other address or telecopy number as has been indicated to all other parties.

(g)   Counterparts; Facsimile and PDF Transmission. This Agreement may be executed simultaneously in two or more counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts taken together will constitute one and the same Agreement. Delivery of executed signature pages hereof by facsimile transmission, telecopy or electronic transmission in portable document format (pdf) shall constitute effective and binding execution and delivery of this Agreement.

(h)   Further Assurances. In case at any time after the Closing any further action is necessary or desirable to carry out the purposes of this Agreement or to consummate the transactions contemplated hereby, the parties hereto will take such further action (including the execution and delivery of such further instruments and documents consistent herewith) as may be reasonably necessary to effectuate the provisions hereof.

(i)     Descriptive Headings. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement. The preamble (including the waivers therein) of this Agreement is considered a part of this Agreement.

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(j)    Tax Treatment. The parties hereto intend that, for U.S. federal (and applicable state and local) income tax purposes, the In-Kind Distribution shall be (i) treated as a distribution governed by Section 731 of the Code and (ii) reported in a manner consistent with a distribution that does not give rise to a “section 751(b) amount” for any partner in accordance with Proposed Treasury Regulations § 1.751-1(b)(2)(i) and Example (2) (the “Intended Tax Treatment”). The parties hereto 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.

[SIGNATURES BEGIN ON NEXT PAGE]

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IN WITNESS WHEREOF, the parties hereto have caused this Class B Share Distribution Agreement to be executed as of the date first written above.

PARTNERSHIP:
STAGWELL MEDIA LP By: The Stagwell Group LLC, its general partner
By:	/s/ Mark J. Penn
	Name: Mark J. Penn
	Title:   Managing Member

GENERAL PARTNER: THE STAGWELL GROUP LLC
By:	/s/ Mark J. Penn
	Name: Mark J. Penn
	Title:   Managing Member

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SCHEDULE 1 - LIMITED PARTNERS

Class B Partners	Number of Shares
AlpInvest Partners US Secondary Investments 2016 I C.V.	7,897,045
AlpInvest PEP Secondary 2017 C.V.	2,824,653
AlpInvest Secondaries Fund VI C.V.	9,305,931
AlpInvest Secondaries Fund (Euro) VI C.V.	1,229,268
GGG US Secondary 2017 C.V.	470,406
AlpInvest GA Secondary C.V.	118,628
AG Secondary C.V.	838,743
APSS Secondary C.V.	215,233
AJ Secondary C.V.	126,477
AP Fondo Secondaries II C.V.	301,770
Total	23,328,154

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AlpInvest Partners US Secondary Investments 2016 I C.V. By: Alplnvest Partners Secondary lnvestments 2016 l B.V., its general partner By: Alplnvest Partners B.V., its managing director
	By:	/s/ Marc Rademakers
		Name: Marc Rademakers
		Title:   Tax Counsel
	By:	/s/ Patrick de van der Schueren
		Name: Patrick de van der Schueren
		Title:   Chief Legal Officer

8

Alplnvest PEP Secondary 2017 C.V. By: Alplnvest PEP GP B.V., its general partner By: Alplnvest Partners B.V., its managing director
	By:	/s/ Marc Rademakers
		Name: Marc Rademakers
		Title:   Tax Counsel
	By:	/s/ Patrick de van der Schueren
		Name: Patrick de van der Schueren
		Title:   Chief Legal Officer

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Alplnvest Secondaries Fund Vl C.V. By: Alplnvest SF Vl B.V., its general partner By: Alplnvest Partners B.V., its managing director
	By:	/s/ Marc Rademakers
		Name: Marc Rademakers
		Title:   Tax Counsel
	By:	/s/ Patrick de van der Schueren
		Name: Patrick de van der Schueren
		Title:   Chief Legal Officer

10

Alplnvest Secondaries Fund (Euro) Vl C.V. By: Alplnvest SF Vl B.V., its general partner By: Alplnvest Partners B.V., its managing director
	By:	/s/ Marc Rademakers
		Name: Marc Rademakers
		Title:   Tax Counsel
	By:	/s/ Patrick de van der Schueren
		Name: Patrick de van der Schueren
		Title:   Chief Legal Officer

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GGG US Secondary 2017 C.V. By: Alplnvest GGG B.V., its general partner By: Alplnvest Partners B.V., its managing director
	By:	/s/ Marc Rademakers
		Name: Marc Rademakers
		Title:   Tax Counsel
	By:	/s/ Patrick de van der Schueren
		Name: Patrick de van der Schueren
		Title:   Chief Legal Officer

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Alplnvest GA Secondary C.V. By: Alplnvest GA B.V., its general partner By: Alplnvest Partners B.V., its managing director
	By:	/s/ Marc Rademakers
		Name: Marc Rademakers
		Title:   Tax Counsel
	By:	/s/ Patrick de van der Schueren
		Name: Patrick de van der Schueren
		Title:   Chief Legal Officer

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AG Secondary C.V. By: Alplnvest G GP, B.V., its general partner By: Alplnvest Partners B.V., its managing director
	By:	/s/ Patrick de van der Schueren
		Name: Patrick de van der Schueren
		Title:   Chief Legal Officer
	By:	/s/ Marc Rademakers
		Name: Marc Rademakers
		Title:   Tax Counsel

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APSS Secondary C.V. By: Alplnvest PSS GP B.V., its general partner By: Alplnvest Partners B.V., its managing director
	By:	/s/ Marc Rademakers
		Name: Marc Rademakers
		Title:   Tax Counsel
	By:	/s/ Patrick de van der Schueren
		Name: Patrick de van der Schueren
		Title:   Chief Legal Officer

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AJ Secondary C.V. By: Alplnvest J GP BV, its general partner By: Alplnvest Partners B.V., its managing director
	By:	/s/ Patrick de van der Schueren
		Name: Patrick de van der Schueren
		Title:   Chief Legal Officer
	By:	/s/ Marc Rademakers
		Name: Marc Rademakers
		Title:   Tax Counsel

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AP Fondo Secondaries II C.V. By: Alplnvest Fondo B.V., its general partner By: Alplnvest Partners B.V., its managing director
	By:	/s/ Marc Rademakers
		Name: Marc Rademakers
		Title:   Tax Counsel
	By:	/s/ Patrick de van der Schueren
		Name: Patrick de van der Schueren
		Title:   Chief Legal Officer

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EX-99.B

Exhibit B

AMENDMENT NO. 5 TO AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP

OF STAGWELL MEDIA LP May 10, 2023

THIS AMENDMENT NO. 5 (this “Amendment”) TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (as amended, the “Agreement”) of Stagwell Media LP (the “Partnership”), dated as of August 13, 2018 (the “Closing Date”) among The Stagwell Group LLC (in its capacity as general partner of the Partnership, the “General Partner”), Mark J. Penn (the “Initial Limited Partner”) and the limited partners listed in Schedule 1 attached hereto (in their capacities as limited partners of the Partnership, the “Limited Partners”) (the General Partner and the Limited Partners being herein collectively called the “Partners”). Capitalized terms not otherwise defined shall have the meanings ascribed to such terms in the Agreement. Pursuant to Section 12.1(a) of the Agreement, the Agreement is hereby amended as follows:

1. The Agreement is hereby amended by adding the following Section 2.3(g):

(g) Notwithstanding anything herein to the contrary, the Class B Limited Partners shall not have the right to cause the Partnership to effect an in-kind distribution of Class A Common Stock of Stagwell Inc. to the extent that the Class B Limited Partners (together with any other Persons whose beneficial ownership of Common Stock would be aggregated with any of the Class B Limited Partners for purposes of Section 13(d) or Section 16 of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the applicable regulations of the U.S. Securities and Exchange Commission (the “Commission”), including any “group” of which the Class B Limited Partners are members (the foregoing, “Attribution Parties”)) would, immediately after giving effect to such distribution, beneficially own a number of shares of Class A Common Stock of Stagwell Inc. in excess of the Beneficial Ownership Limitation (as defined below). For purposes of this Section 2.3(g), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the applicable regulations of the Commission. In addition, for purposes hereof, “group” has the meaning set forth in Section 13(d) of the Exchange Act and the applicable regulations of the Commission. In order to ensure that a Class B Limited Partner and its Attribution Parties do not exceed the Beneficial Ownership Limitation in connection with any instruction to the Partnership to effect a distribution-in-kind, each Class B Limited Partner shall inform the Partnership at the time of giving such instruction of the number of shares of Class A Common Stock of Stagwell Inc. then beneficially owned by such Class B Limited Partner and its Attribution Parties as determined in accordance with Section 13(d) of the Exchange Act and the applicable regulations of the Commission, and such instruction shall be deemed not to be delivered to the extent (and only to the extent) such Beneficial Ownership Limitation would be exceeded immediately after giving effect to such distribution. The Partnership shall be entitled to rely on representations made to it by each Class B Limited Partner regarding beneficial ownership of shares of Class A Common Stock. The “Beneficial Ownership Limitation” shall initially be 9.9% of the number of shares of Class A Common Stock outstanding immediately after such distribution-in-kind. Notwithstanding the foregoing, by written notice to the Partnership, which will not be effective until the sixty-first (61^st) day after such notice is delivered to the Partnership, the Class B Limited Partners, acting as a class, may reset the Beneficial Ownership Limitation percentage to a higher or lower percentage. Upon such a change by a Class B Limited Partner of the Beneficial Ownership Limitation, the Beneficial Ownership Limitation may not be further amended by such Class B Limited Partner without first providing the minimum 61-day notice required by this Section 2.3(g).

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For the avoidance of doubt, this provision shall not (i) be deemed to limit or restrict the Partnership’s obligation to deliver the shares subject to the distribution that the Partnership agreed on May 8, 2023 to make to the Class B Limited Partners concurrently with the Class B Limited Partners’ agreement to dispose of such distributed Class A shares to Stagwell Inc. or (ii) affect the ability of the Class B Limited Partners to cause the Partnership to effect an in-kind distribution of Class A Common Stock of Stagwell Inc. to the extent that the Class B Limited Partners, together with the Attribution Parties, would not immediately after giving effect to such distribution, beneficially own a number of shares of Class A Common Stock of Stagwell Inc. in excess of the Beneficial Ownership Limitation.

Except as set forth herein, the Agreement is otherwise unchanged. Sections 12.2 through 12.7 of the Agreement are hereby incorporated into this Amendment by reference, mutatis mutandis.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to the Agreement to be executed effective as of the date first above written.

GENERAL PARTNER: STAGWELL MEDIA LP By: The Stagwell Group LLC, its general partner
By:	/s/ Mark J. Penn
	Name: Mark J. Penn
	Title: Managing Member
INITIAL LIMITED PARTNER: MARK J. PENN
By:	/s/ Mark J. Penn

2

Executed on behalf of a party listed on Schedule 1: Name: Class A Partner
By:	/s/  Mark J. Penn
	Name: Mark J. Penn
	Title:

3

Class A Limited Partner

By: Polpat LLC

By:      /s/ Brandt Vaughan                            

Name: Brandt Vaughan

Title:   Chief Operating Officer

  Ballmer Group

[Signature Page to Amendment No. 5 to A&R Limited Partnership Agreement of Stagwell Media LP]

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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/ Rob de Jong
Name:	Rob de Jong
Title:	Managing director
By:	/s/ Marc Rademakers
Name:	Marc Rademakers
Title:	Tax Counsel

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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/ Rob de Jong
Name:	Rob de Jong
Title:	Managing director
By:	/s/ Marc Rademakers
Name:	Marc Rademakers
Title:	Tax Counsel

6

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/ Rob de Jong
Name:	Rob de Jong
Title:	Managing director
By:	/s/ Marc Rademakers
Name:	Marc Rademakers
Title:	Tax Counsel

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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/ Rob de Jong
Name:	Rob de Jong
Title:	Managing director
By:	/s/ Marc Rademakers
Name:	Marc Rademakers
Title:	Tax Counsel

8

GGG US Secondary 2017 C.V. By: AlpInvest GGG B.V., its general partner By: AlpInvest Partners B.V., its managing director
By:	/s/ Rob de Jong
Name:	Rob de Jong
Title:	Managing director
By:	/s/ Marc Rademakers
Name:	Marc Rademakers
Title:	Tax Counsel

9

AlpInvest GA Secondary C.V. By: AlpInvest GA B.V., its general partner By: AlpInvest Partners B.V., its managing director
By:	/s/ Rob de Jong
Name:	Rob de Jong
Title:	Managing director
By:	/s/ Marc Rademakers
Name:	Marc Rademakers
Title:	Tax Counsel

10

AG Secondary C.V. By: AlpInvest G GP, B.V., its general partner By: AlpInvest Partners B.V., its managing director
By:	/s/ Rob de Jong
Name:	Rob de Jong
Title:	Managing director
By:	/s/ Marc Rademakers
Name:	Marc Rademakers
Title:	Tax Counsel

11

APSS Secondary C.V. By: AlpInvest PSS GP B.V., its general partner By: AlpInvest Partners B.V., its managing director
By:	/s/ Rob de Jong
Name:	Rob de Jong
Title:	Managing director
By:	/s/ Marc Rademakers
Name:	Marc Rademakers
Title:	Tax Counsel

12

AJ Secondary C.V. By: AlpInvest J GP BV, its general partner By: AlpInvest Partners B.V., its managing director
By:	/s/ Rob de Jong
Name:	Rob de Jong
Title:	Managing director
By:	/s/ Marc Rademakers
Name:	Marc Rademakers
Title:	Tax Counsel

13

AP Fondo Secondaries II C.V. By: AlpInvest Fondo B.V., its general partner By: AlpInvest Partners B.V., its managing director
By:	/s/ Rob de Jong
Name:	Rob de Jong
Title:	Managing director
By:	/s/ Marc Rademakers
Name:	Marc Rademakers
Title:	Tax Counsel

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SCHEDULE 1 - LIMITED PARTNERS

Class A Limited Partners

Polpat LLC Mark J. Penn

Class B Limited Partners

AlpInvest Partners US Secondary Investments 2016 I C.V.

AlpInvest PEP Secondary 2017 C.V.

AlpInvest Secondaries Fund VI C.V.

AlpInvest Secondaries Fund (Euro) VI C.V.

GGG US Secondary 2017 C.V.

AlpInvest GA Secondary C.V.

AG Secondary C.V.

APSS Secondary C.V. AJ Secondary C.V.

AP Fondo Secondaries II C.V.

Class B Blocker Investors

AlpInvest Partners US Secondary Investments 2016 I C.V.

AlpInvest PEP Secondary 2017 C.V.

AlpInvest Secondaries Fund (Euro) VI C.V.

GGG US Secondary 2017 C.V.

AG Secondary C.V.

APSS Secondary C.V.

AJ Secondary C.V.

AP Fondo Secondaries II C.V.

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