3//SEC Filing
Stagwell Agency Holdings LLC 3
Accession 0001144204-19-015997
CIK 0000876883other
Filed
Mar 25, 8:00 PM ET
Accepted
Mar 26, 4:00 PM ET
Size
10.7 KB
Accession
0001144204-19-015997
Insider Transaction Report
Form 3
MDC PARTNERS INCMDCA
Stagwell Agency Holdings LLC
10% Owner
Holdings
- (indirect: See Footnotes)
Series 6 convertible preference shares
Exercise: $5.00→ Class A Subordinate Voting Shares (10,000,000 underlying) - 14,285,714(indirect: See Footnotes)
Class A Subordinate Voting Shares
Stagwell Group LLC
10% Owner
Holdings
- (indirect: See Footnotes)
Series 6 convertible preference shares
Exercise: $5.00→ Class A Subordinate Voting Shares (10,000,000 underlying) - 14,285,714(indirect: See Footnotes)
Class A Subordinate Voting Shares
Penn Mark Jeffery
DirectorChief Executive Officer10% Owner
Holdings
- 14,285,714(indirect: See Footnotes)
Class A Subordinate Voting Shares
- (indirect: See Footnotes)
Series 6 convertible preference shares
Exercise: $5.00→ Class A Subordinate Voting Shares (10,000,000 underlying)
Footnotes (3)
- [F1]These securities are held directly by Stagwell Agency Holdings LLC ("SAH"). The Stagwell Group LLC is the manager of SAH. Mark J. Penn is the controlling person of The Stagwell Group LLC.
- [F2]Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein.
- [F3]The number of Class A Subordinate Voting Shares ("Class A Shares") of MDC Partners Inc. (the "Issuer") deliverable upon conversion of each Series 6 convertible preference shares of the Issuer (the "Preference Shares") is equal to the then-applicable liquidation preference divided by the then-applicable conversion price at such time. The initial liquidation preference of each Preference Share is $1,000. The initial conversion price is $5.00 per Preference Share, subject to customary anti-dilution adjustments. The liquidation preference of the Preference Shares accretes at 8.0% per annum, compounded quarterly until March 14, 2024. Holders of the Preference Shares are entitled to dividends in an amount equal to any dividends that would have been payable on the Class A Shares issuable upon conversion of the Preference Shares. Beginning two years after the Issue Date, the Issuer may redeem the Preferred Stock if certain conditions are met.
Documents
Issuer
MDC PARTNERS INC
CIK 0000876883
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001771728
Filing Metadata
- Form type
- 3
- Filed
- Mar 25, 8:00 PM ET
- Accepted
- Mar 26, 4:00 PM ET
- Size
- 10.7 KB