Form 4 ROSENBERG GRAHAM LAWRENC For: Aug 31 (10K)

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

1. Name and Address of Reporting Person^*

ROSENBERG GRAHAM LAWRENCE

(Last)

(First)

(Middle)

C/O MDC PARTNERS INC., 45 HAZELTON AVENUE

(Street)

TORONTO ONTARIO

M5R 2E3

(City)

(State)

(Zip)

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)
Managing Director

3. Date of Earliest Transaction (Month/Day/Year)
08/31/2009

4. If Amendment, Date of 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

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Shares								19,128	I	See FN ⁽¹⁾
Class A Shares	08/31/2009		A		31,911	A	$ 6.03	31,911 ⁽²⁾	D
Class A Shares	08/31/2009		F		14,679	D	$ 6.03	17,232 ⁽³⁾	D
Class A Shares	08/31/2009		A		172,759	A	$ 6.15	189,991 ⁽⁴⁾	D
Class A Shares	08/31/2009		F		120,198	D	$ 6.15	69,793 ⁽⁵⁾	D

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Options

$ 8.4 ⁽⁶⁾

07/31/2003

04/09/2012

Class A Shares

47,625

Stock Appreciation Rights ⁽⁴⁾

$ 3.72

08/31/2009

172,759

02/12/2010

02/12/2014

Class A Shares

172,759

⁽⁷⁾

Explanation of Responses:

1. Owned by the spouse of the Reporting Person in an account over which the Reporting Person has trading authority.

2. On August 31, 2009 the Reporting Person ceased to be employed by the Issuer. As a result, a total of 31,911 shares underlying Restricted Stock Units (Class A Shares) - 18,484 granted in 2007, and 13,427 granted in 2008 - vested as Class A Shares and were settled on August 31, 2009.

3. The Reporting Person elected to have 14,679 Class A Shares withheld by the Issuer to satisfy tax withholding requirements.

4. All 172,759 of the Stock Appreciation Rights ("SARs") granted February 12, 2009 vested as Class A Shares, and were exercised on August 31, 2009 as a result of the Reporting Person ceasing to be employed by the Issuer.

5. 104,498 Class A Shares were withheld by the Issuer to satisfy the exercise price applicable to the SARs. The Reporting Person elected to have an additional 15,700 Class A Shares withheld by the Issuer to satisfy tax withholding requirements.

6. Canadian dollars.

7. This transaction does not involve the sale or purchase of a derivative security, but rather the exercise of stock appreciation rights. As per instruction 4 of Form 4, this field has been left blank.

	/s/ Graham L. Rosenberg	09/15/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

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