| OMB APPROVAL |
OMB Number: 3235-0101 hours per response 1.00 |
| 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.
001-13178 |
|||||
| 1 (d) ADDRESS OF ISSUER STREET CITY STATE ZIP CODE | (e) TELEPHONE NO. | ||||||
745 Fifth Avenue New York, NY 10151 |
AREA CODE ( 646 ) |
NUMBER 429-1800 | |||||
2 (a) NAME OF PERSON FOR WHOSE ACCOUNT THE SECURITIES ARE TO BE SOLD Michael J.L. Kirby |
|
(b) RELATIONSHIP TO ISSUER Director |
(c) ADDRESS STREET CITY STATE ZIP CODE c/o MDC Partners Inc., Toronto, Ontario, Canada M5R 2E3
| ||||
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 Subordinate Voting Shares | Roundell
Wealth 350 Albert Street, Suite 2100 Constitution Square Ottawa, ON K1R 1A4 |
5,000 | $52,263 * | 31,805,074 * | Nov. 9, 2012 | Toronto Stock Exchange | |||
| * As of 11/09/12 | * As of 10/30/12 | ||||||||
| 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 intended to be sold | ||||||||
| (b) Issuer’s I.R.S. Identification Number | (c) Number of shares or other units to be sold (if debt securities, give the aggregate face amount) | ||||||||
| (c) Issuer’s S.E.C. file number, if any | (d) Aggregate market value of the securities to be sold as of a specified date within 10 days prior to the filing of this notice | ||||||||
| (d) Issuer’s address, including zip code | (e) Number of shares or other units of the class outstanding, or if debt securities the face amount thereof outstanding, as | ||||||||
| (e) Issuer’s telephone number, including area code | shown by the most recent report or statement published by the issuer | ||||||||
| (f) Approximate date on which the securities are to be sold | |||||||||
| 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 | |||||||||
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 Subordinate Voting Shares | April 22, 2004 | Purchase
|
Open market purchase | 5,000 | April 22, 2004
|
Cash |
| 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 |
| ( None, other than securities specified above ) |
REMARKS: None.
| 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. |
|||
| 11/13/2012 | /s/ Michael Kirby | |||
| 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 o printed signatures. | |||
| ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001) |