MDC PARTNERS INC 4

4 · MDC PARTNERS INC · Filed May 3, 2006

Form 4

Period: 2006-04-28

Managing Director

Transactions

Award
Financial Performance-Based Restricted Units (Class A )
2006-04-28+15,000→ 60,000 total
Award
Restricted Stock Units (Class A )
2006-04-28+35,000→ 35,000 total
Award
Stock Appreciation Rights
2006-04-28+10,000→ 10,000 total
Exercise: $8.95From: 2007-04-28Exp: 2016-04-28→ Class A Subordinate Voting Shares (10,000 underlying)

Holdings

Stock Appreciation Rights
Exercise: $7.25From: 2004-05-01Exp: 2007-05-01→ Class A Subordinate Voting Shares (100,000 underlying)
100,000
Class A Subordinate Voting Shares
5,300
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: 2002-04-10Exp: 2012-04-10→ Class A Subordinate Voting Shares (57,150 underlying)
57,150

Footnotes (6)

[F1]A portion of the Financial Performance-Based Restricted Stock Units (Class A Shares) of the Issuer may vest in each of 2007, 2008 and/or 2009 if the Issuer achieves specified financial performance targets in 2006-2008, and is dependent upon continued employment. Such financial targets are set forth in a "Financial Performance-Based 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]These Restricted Stock Units will all vest on April 28, 2009, dependent upon continued employment, and are payable in Class A Subordinate Voting Shares of the Issuer only.
[F3]Stock Appreciation Rights (previously granted on May 1, 2003 or on July 30, 2003) vest 1/3 on each anniversary of the grant date, expire four years from the date of grant, and may be settled in cash.
[F4]Canadian dollars.
[F5]Stock Options (previously granted on April 10, 2002) vest 1/3 on the grant date, 1/3 on the following two anniversaries of the grant date, and expire 10 years from the grant date.
[F6]Half (50%) of these Stock Appreciation Rights will vest on the first anniversary of the grant date, and the remainder will vest on April 27, 2008. The Stock Appreciation Rights expire 10 years from the date of grant, and may be settled in cash.

Documents

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