Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
  EPSTEIN JEFFREY E
 2. Date of Event Requiring Statement (Month/Day/Year)
06/01/2007		 3. Issuer Name and Ticker or Trading Symbol
MDC PARTNERS INC [MDCA]
(Last)
(First)
(Middle)
C/O MDC PARTNERS INC., 950 THIRD AVENUE		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

NEW YORK, NY 10022		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Restricted Stock (1) 4,000
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options (2) 06/01/2008 06/01/2017 Class A Shares 25,000 $ 8.2 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
EPSTEIN JEFFREY E
C/O MDC PARTNERS INC.
950 THIRD AVENUE
NEW YORK, NY 10022		   X      

Signatures

/s/ Jeffrey Epstein 06/05/2007
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) "Restricted Stock" means Class A Subordinate Voting Shares of the Issuer (hereinafter, "Class A Shares") granted to the Reporting Person pursuant to a Restricted Stock Grant Agreement dated as of June 1, 2007 (the "Grant Date"). The Restricted Stock will vest and the transfer restrictions shall lapse on the third anniversary of the Grant Date (the "Lapse Date"), contingent upon certain events and the Reporting Person's continued service as an Independent Director of the Issuer until such Lapse Date.
(2) The Stock Options granted on June 1, 2007 (the "Grant Date"), vest over five (5) years from the Grant Date: 20% (5,000 options) on the first anniversary of the Grant Date and an additional 20% on each of the next four (4) succeeding anniversaries of the Grant Date, and expire ten (10) years from the Grant Date.

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