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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Appreciation Rights (5) | $ 9.71 (4) | 07/30/2004 | 07/29/2007 | Class A Shares | 5,000 | 5,000 | D | ||||||||
| Stock Options (6) | $ 8.5 (4) | 05/10/2007 | M | 4,000 | 05/14/2002 | 05/14/2007 | Class A Shares | 4,000 | $ 0 | 0 | D | ||||
| Stock Options (7) | $ 10.66 (4) | 06/11/2003 | 06/11/2008 | Class A Shares | 25,000 | 25,000 | D | ||||||||
| Stock Options (7) | $ 10.66 (4) | 06/11/2003 | 06/11/2008 | Class A Shares | 4,000 | 4,000 | D | ||||||||
| Stock Options (8) | $ 56.43 (4) | 02/22/2000 | 03/22/2010 | Class A Shares | 1,905 | 1,905 | D | ||||||||
| Stock Options (9) | $ 9.19 (4) | 04/29/2002 | 04/28/2012 | Class A Shares | 1,905 | 1,905 | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| PUSTIL STEPHEN C/O MDC PARTNERS INC. 45 HAZELTON AVENUE TORONTO, A6 M5R |
X | |||
| /s/ Stephen M. Pustil | 05/14/2007 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Hereinafter, "Class A Shares". |
| (2) | 5,000 of the Financial Performance-Based Restricted Stock Units (Class A Shares) (hereinafter, "FPB RSU's") of the Issuer, previously granted on February 28, 2006, vested in March 2007. A portion of the remaining FPB RSU's, may vest in each of 2008 and / or 2009 if the Issuer achieves specified financial performance targets in 2007 - 2008, and is dependent on the Reporting Person's continued service as a director of the Issuer. 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. |
| (3) | These Restricted Stock Units will vest on the third anniversary of the date of grant, subject to potential accelerated vesting in specified circumstances. Upon vesting, each restricted stock unit represents the right to receive one Class A Share of the Issuer. |
| (4) | Canadian dollars. |
| (5) | Stock Appreciation Rights of the Issuer 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. |
| (6) | These Stock Options were previously reported as having a grant date of April 16, 2002, an exercise price of Cdn$7.60, and an expiration date of April 16, 2007. The amended grant date for these options is May 14, 2002; the amended exercise price is Cdn$8.50; and the amended expiration date is May 14, 2007. These Stock Options vest 1/3 on the grant date, 1/3 on the following two (2) anniversaries of the grant date, and expire five (5) years from the grant date. |
| (7) | These Stock Options were previously reported as having a grant date of May 1, 2003, an exercise price of Cdn$7.25, and an expiration date of May 1, 2008. The amended grant date for these options is June 11, 2003; the amended exercise price is Cdn$10.66; and the amended expiration date is June 11, 2008. These Stock Options vest 1/3 on the grant date, 1/3 on the following two (2) anniversaries of the grant date, and expire five (5) years from the grant date. |
| (8) | These Stock Options were granted on July 31, 2003 and were fully vested at grant, and expire ten (10) years from the grant date. |
| (9) | These Stock Options were granted on July 31, 2003 with an initial vesting date of April 29, 2002. These Stock Options vest 1/3 on the initial vesting date and 1/3 on each of the next two (2) anniversaries of the initial vesting date, and expire ten (10) years from the initial vesting date. |