FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT 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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1. Name and Address of Reporting Person * PORTER CHARLES K   2. Issuer Name and Ticker or Trading Symbol MDC PARTNERS INC [MDCA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Strategist (Last) (First) (Middle) C/O MDC PARTNERS INC., 950 THIRD AVENUE, 5TH FLOOR 3. Date of Earliest Transaction (Month/Day/Year) 02/28/2006 (Street) NEW YORK, NY 10022 4. If Amendment, Date Original Filed(Month/Day/Year) 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 Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A Subordinate Voting Shares (1)               109,455 D   Class A Subordinate Voting Shares (1)               8,431 I Owned by children Financial Performance-Based Restricted Stock (Class A Shares (2) 02/28/2006   A   25,000 A $ 0 142,886 D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

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)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Appreciation Rights (3)

$ 10 (4)

07/31/2004

07/31/2007

Class A Subordinate Voting Shares

250,000

250,000

D

Stopck Appreciation Rights (3)

$ 12

02/24/2005

02/24/2005

Class A Subordinate Voting Shares

100,000

100,000

D

Stock Options (5)

$ 13.25

01/12/2002

01/12/2011

Class A Subordinate Voting Shares

1,709

1,709

D

Stock Options (5)

$ 13.25

08/15/2002

08/15/2011

Class A Subordinate Voting Shares

1,014

1,014

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
PORTER CHARLES K C/O MDC PARTNERS INC. 950 THIRD AVENUE, 5TH FLOOR NEW YORK, NY 10022			Chief Strategist

Signatures

Charles K. Porter		03/03/2006
**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	A portion of the Class A Subordinate Voting Shares were acquired by Mr. Porter prior to his becoming a reporting person of the Issuer (previously reported on a Form 3 filed with the SEC on March 29, 2004). A portion of such Shares were acquired on August 5, 2005 and August 12, 2005 (previously reported on Forms 4 filed with the SEC on August 11, 2005 and August 15, 2005).
(2)	A portion of the Financial Performance-Based Restricted Stock (Class A Shares) of the Issuer may vest in each of 2007, 2008 and / or 2009 if the Issuer chieves specified financial performance targets in 2006 - 2008, and is dependent on continued employment. Such financial targets are set forth in a "Financial Performance-Based Restricted Stock 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)	Stock Appreciation Rights (previously granted on July 31, 2003 or on February 24, 2004) vest 1/3 on each anniversary of the grant date, expire four years from the grant date, and may be settled in cash.
(4)	Canadian dollars.
(5)	Stock Options (previously granted on January 12, 2001 or on August 15, 2001) vest 1/5 on each of the first two anniversaries of the grant date and 3/5 on the third anniversary of the grant date, expiring ten years from the grant date.

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