ROSENBERG GRAHAM LAWRENCE 4

4 · MDC PARTNERS INC · Filed Jun 8, 2006

Form 4

Period: 2006-06-05

Managing Director

Transactions

Sale
Class A Subordinate Voting Shares
2006-06-05$9.10/sh−17,504$159,286→ 35,000 total

Holdings

Stock Options
Exercise: $5.40From: 2002-10-09Exp: 2007-10-09→ Class A Subordinate Voting Shares (13,000 underlying)
13,000
Class A Subordinate Voting Shares
(indirect: By Spouse)
18,800
Class A Subordinate Voting Shares
52,504
Stock Appreciation Rights
Exercise: $9.71From: 2004-07-30Exp: 2007-07-30→ Class A Subordinate Voting Shares (13,333 underlying)
13,333
Stock Options
Exercise: $8.40From: 2003-07-31Exp: 2012-04-09→ Class A Subordinate Voting Shares (47,625 underlying)
47,625

Footnotes (5)

[F1]Includes 35,000 Financial Performance-Based Restricted Stock Units (Class A Shares) of the Issuer (previously granted on February 28, 2006) which may vest in each of 2007, 2008 and / or 2009 if the Issuer achieves specified financial performance targets in 2006 - 2008, and is dependent on continued employment. Such financial targets are set forth in a "Financial Performance-Based Restricted Stock Unit Agreement", a form of which was filed by the Issuer as an exhibit to a Form 8-K filed with the SEC on March 2, 2006.
[F2]Stock Appreciation Rights (previously granted on July 30, 2003) vest 1/3 on each anniversary of the grant date, expire four (4) years from the grant date, and are settled in cash or stock, at the option of the Issuer.
[F3]Canadian dollars.
[F4]Stock Options (previously granted on October 9, 2002) vest 1/5 on grant and 1/5 on each anniversary of the grant date, expiring five (5) years from the grant date.
[F5]Stock Options (previously granted on July 31, 2003) are deemed to have fully vested on the grant date.

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