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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 Options (4) | $ 8.4 (5) | 04/10/2002 | 04/10/2012 | Class A Shares | 57,150 | 57,150 | D | ||||||||
Stock Appreciation Rights (6) | $ 8.95 | 04/28/2008 | 04/28/2016 | Class A Shares | 10,000 | 10,000 | D | ||||||||
Stock Appreciation Rights (7) | $ 3.72 | 02/12/2010 | 02/12/2014 | Class A Shares | 188,276 | 188,276 | D | ||||||||
Extraordinary Equity Value Appre. Restricted Stock Awards (8) | (8) | (8) | 12/31/2013 | Restricted Stock Units | 45,000 | 45,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
DICKSON ROBERT E C/O MDC PARTNERS INC. 45 HAZELTON AVENUE TORONTO ONTARIO, A6 M5R 2E3 |
Managing Director |
/s/ Robert E. Dickson | 03/08/2011 | |
**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) | Includes unvested Restricted Stock Units (Class A Shares) of the Issuer. |
(2) | A total of 18,639 Restricted Stock Units (Class A Shares) granted in 2010 vested on March 4, 2011. The Reporting Person elected to have a total of 8,603 Class A Shares withheld by the Issuer to satisfy tax withholding requirements. |
(3) | All 23,270 Restricted Stock Units (Class A Shares) of the Issuer awarded on March 7, 2011 will vest on the third anniversary of issuance, subject to accelerated vesting in 2012 and/or 2013 if the Issuer achieves specified financial performance targets in 2011 and 2012, subject to the Reporting Person's continued employment. |
(4) | Stock Options (previously granted on April 10, 2002) expire 10 years from the grant date. |
(5) | Canadian dollars. |
(6) | Stock Appreciation Rights ("SARs") granted April 28, 2006, fully vested on April 28, 2008. These SARs may be settled in cash or stock, at the discretion of the Issuer. |
(7) | SARs granted February 12, 2009, vested 33% on the first anniversary of the grant date, 33% vest on the second anniversary of the grant date, and 34% vest on the third anniversary of the grant date, and all expire on February 12, 2014. These SARs may be settled in cash or stock, at the discretion of the Issuer. |
(8) | Extraordinary Equity Value Appreciation Restricted Stock Awards ("EVARs") under the Issuer's EVARs program (previously disclosed by the Issuer on Form 8-K dated January 26, 2011) represent the right to receive Restricted Stock Units on a one-to-one basis upon the Issuer's achievement of stock price targets equal to $20.00 (15,000 EVARs), $22.75 (15,000 EVARs) and $26.25 (15,000 EVARs), as described in greater detail in the EVAR Letter Agreement. |