PUSTIL STEPHEN 4

4 · MDC PARTNERS INC · Filed Feb 19, 2013

Form 4

Period: 2013-02-14

DirectorVice Chairman

Transactions

Holdings

Extraordinary Equity Value Appre. Restricted Stock Awards
Exp: 2013-12-31→ Restricted Stock Units (45,000 underlying)
45,000
Class A Shares
227,950
Stock Options
Exercise: $9.19From: 2002-04-29Exp: 2012-04-29→ Class A Shares (1,905 underlying)
1,905
Stock Appreciation Rights
Exercise: $3.72From: 2010-02-12Exp: 2014-02-12→ Class A Shares (129,310 underlying)
129,310

Footnotes (5)

[F1]Includes unvested Restricted Stock Units (Class A Shares) of the Issuer.
[F2]All 7,369 Restricted Stock Units (Class A Shares) of the Issuer awarded on February 14, 2013 will vest on the third anniversary of issuance, subject to accelerated vesting in 2014 and/or 2015 if the Issuer achieves specified financial performance targets in 2013 and 2014, subject to the Reporting Person's continued employment.
[F3]Canadian dollars.
[F4]A total of 129,310 Stock Appreciation Rights ("SARs") were granted February 12, 2009, all of which are vested as of January 20, 2012, and all such SARs expire on February 12, 2014. These SARs may be settled in cash or stock, at the discretion of the Issuer.
[F5]Extraordinary Equity Value Appreciation Restricted Stock Awards ("EVARs") under the Issuer's EVARs program (previously disclosed by the Issuer on Form 8-K dated January 26, 2011) represent the right to receive Restricted Stock Units on a one-to-one basis upon the Issuer's achievement of stock price targets equal to $20.00 (15,000 EVARs), $22.75 (15,000 EVARs) and $26.25 (15,000 EVARs), as described in greater detail in the EVAR Letter Agreement.

Documents

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