DICKSON ROBERT E 4

4 · MDC PARTNERS INC · Filed Feb 16, 2010

Form 4

Period: 2010-02-12

Managing Director

Transactions

Holdings

Class A Shares
146,211
Stock Appreciation Rights
Exercise: $3.72From: 2010-02-12Exp: 2014-02-12→ Class A Shares (188,276 underlying)
188,276
Stock Options
Exercise: $8.40From: 2002-04-10Exp: 2012-04-10→ Class A Shares (57,150 underlying)
57,150
Stock Appreciation Rights
Exercise: $8.95From: 2008-04-28Exp: 2016-04-28→ Class A Shares (10,000 underlying)
10,000

Footnotes (6)

[F1]Includes unvested Restricted Stock Units (Class A Shares) of the Issuer, a portion of which are subject to achievement by the Issuer of financial performance targets.
[F2]All 36,034 Restricted Stock Units (Class A Shares) ("RSUs") of the Issuer awarded on February 12, 2010 will vest on February 12, 2013, subject to accelerated vesting in 2011 and / or 2012, if the Issuer achieves specified financial performance targets in 2011 and 2012, subject to the Reporting Person's continued employment.
[F3]Stock Options (previously granted on April 10, 2002) expire 10 years from the grant date.
[F4]Canadian dollars.
[F5]Stock Appreciation Rights ("SARs") granted April 28, 2006, fully vested on April 28, 2008. These SARs may be settled in cash or stock, at the discretion of the Issuer.
[F6]SARs granted February 12, 2009, vest 33% on the first anniversary of the grant date, 33% on the second anniversary of the grant date, and 34% on the third anniversary of the grant date, and expire on February 12, 2014. These SARs may be settled in cash or stock, at the discretion of the Issuer.

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