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SEC USE ONLY
DOCUMENT SEQUENCE NO.
 
CUSIP NUMBER
 
WORK LOCATION
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 144
 
NOTICE OF PROPOSED SALE OF SECURITIES
PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
 
ATTENTION:
Transmit for filing 3 copies of this form concurrently with either placing an order with a broker to execute sale or executing a sale directly with a market maker.
 
1 (a) NAME OF ISSUER (Please type or print)
 
MDC Partners Inc.
(b) IRS IDENT. NO.
 
98-0364441
(c) S.E.C. FILE NO.
 
001-13718
    
1 ( d ) ADDRESS OF ISSUER                            STREET                     CITY                STATE                          ZIP CODE
(e) TELEPHONE NO.
 
 950 Third Avenue, New York, NY 10022
 
AREA CODE
(646)
NUMBER
 
429-1800
2 (a) NAME OF PERSON FOR WHOSE ACCOUNT THE SECURITIES ARE TO BE SOLD
 
     David Doft
  
 (b) RELATIONSHIP TO ISSUER
 
 Chief Financial Officer
(c) ADDRESS STREET      CITY          STATE        ZIP CODE
 
  c/o MDC Partners Inc., 950 Third Avenue, New York, NY 10022

INSTRUCTION:  The person filing this notice should contact the issuer to obtain the I.R.S. Identification Number and the S.E.C. File Number.
 
3 (a)
(b)
SEC USE ONLY
(c)
(d)
(e)
(f)
(g)
Title of the
Class of
Securities
To Be Sold
Name and Address of Each
Broker Through Whom the
Securities are to be Offered
or Each Market Maker
who is Acquiring the Securities
 
Broker-Dealer
File Number
Number of Shares
or Other Units
To Be Sold
(See instr. 3(c))
Aggregate
Market
Value
(See instr. 3(d))
Number of Shares
or Other Units
Outstanding
(See instr. 3(e))
Approximate
Date of Sale
(See instr. 3(f))
(MO. DAY YR.)
Name of Each
Securities
Exchange
(See instr. 3(g))
Class A Shares
TD Ameritrade
  
15,000
$245,550
(as of 3/24/11)
29,536,114  (as of 3/1/11)
3/29/11
Nasdaq and TSX
               
               
               
 
INSTRUCTIONS:
  
3.
(a)
Title of the class of securities to be sold
1.
(a)
Name of issuer
    
(b)
Name and address of each broker through whom the securities are
 
(b)
Issuer’s I.R.S. Identification Number
      
intended to be sold
 
(c)
Issuer’s S.E.C. file number, if any
    
(c)
Number of shares or other units to be sold (if debt securities, give the
 
(d)
Issuer’s address, including zip code
      
aggregate face amount)
 
(e)
Issuer’s telephone number, including area code
    
(d)
Aggregate market value of the securities to be sold as of a specified
 
(f)
Approximate date on which the securities are to be sold
      
date within 10 days prior to the filing of this notice
 
(g)
Name of each securities exchange, if any, on which the securities are intended to be sold
    
(e)
Number of shares or other units of the class outstanding, or if debt securities the face amount thereof outstanding, as shown by the most recent report or statement published by the issuer
          (f) Approximate date on which the securities are to be sole
2. 
(a)
Name of person for whose account the securities are to be sold
     (g) Name of each securities exchange, if any, on which the securities are intended to be sold
 
(b)
Such person’s relationship to the issuer (e.g., officer, director, 10%  stockholder, or member of immediate family of any of the foregoing)
        
 
(c)
Such person’s address, including zip code
        

Potential persons who are to 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 1147 (08-07)
 
 
 
 

TABLE I - SECURITIES TO BE SOLD
Furnish the following information with respect to the acquisition of the securities to be sold
and with respect to the payment of all or any part of the purchase price or other consideration therefor:
Title of
the Class
Date you Acquired
Nature of Acquisition Transaction
Name of Person from Whom Acquired
(If gift, also give date donor acquired)
Amount of Securities Acquired
Date of Payment
Nature of Payment
Class A Shares
Prior to 2010
Awarded pursuant to the Issuer’s 2005 Stock Incentive Plan
Original Issue
15,000
N/A
N/A
 
INSTRUCTIONS:       If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.  
 
TABLE II - SECURITIES SOLD DURING THE PAST 3 MONTHS
Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.
 
 
Name and Address of Seller
 
Title of Securities Sold
 
Date of Sale
Amount of
Securities Sold
 
Gross Proceeds
 N/A
 
 
N/A 
 N/A
 N/A
N/A 
REMARKS:  
(1) The filing of this Form 144 shall not be construed as an admission that the undersigned is an Affiliate of the Issuer.
 

INSTRUCTIONS:
See the definition of “person” in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.
  
ATTENTION: The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed.  If each person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.  
 
 
March 25, 2011
      
/s/ David Doft (1)
  
 
DATE OF NOTICE
      
(SIGNATURE)
  
             
 
 DATE OF PLAN ADOPTION OR GIVING OF INSTRUCTION, 
IF RELYING ON RULE 10B5-1
   The notice shall be signed by the person for whose account the securities are to be sold.  At least one copy of the notice shall be manually signed.   Any copies not manually signed shall bear typed or printed signatures.
 

ATTENTION:  Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)