Roystone Capital Management LP

 

Rich Barrera

Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

	(a)	¨	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
	(b)	¨	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
	(c)	¨	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
	(d)	¨	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
	(e)	o	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
	(f)	¨	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
	(g)	¨	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
	(h)	¨	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
	(i)	¨	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
	(j)	¨	A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
	(k)	¨	A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

3,113,657 shares of Class A Subordinate Voting Shares of MDC Partners Inc. are owned, in the aggregate, by various investment vehicles managed by Roystone Capital Management LP ("Roystone") of which 2,763,851 shares are owned by Roystone Capital Master Fund Ltd. Because Rich Barrera, in his capacity as the Managing Member of Roystone, has voting or dispositive power over all shares beneficially owned by Roystone, he is deemed to have beneficial ownership of all such shares so reported herein.

While the advisory relationship causes attribution to Rich Barrera, Roystone Capital Master Fund Ltd. or Roystone of certain indicia of beneficial ownership for the limited purpose of this Schedule 13G/A, Mr. Barrera, Roystone Capital Master Fund Ltd. and Roystone hereby disclaim ownership of these shares for purposes of interpretations under the Internal Revenue Code of 1986, as amended, or for any other purpose, except to the extent of their pecuniary interest.

Roystone Capital Management LP

 

(a) Amount beneficially owned: 3,113,657

(b) Percent of class: 6.2%

(c) Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote: 0

(ii) Shared power to vote or to direct the vote: 3,113,657

(iii) Sole power to dispose or to direct the disposition of: 0

(iv) Shared power to dispose or to direct the disposition of: 3,113,657

Roystone Capital Master Fund Ltd.

 

(a) Amount beneficially owned: 2,763,851

(b) Percent of class: 5.5%

(c) Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote: 0

(ii) Shared power to vote or to direct the vote: 2,763,851

(iii) Sole power to dispose or to direct the disposition of: 0

(iv) Shared power to dispose or to direct the disposition of: 2,763,851

Rich Barrera

 

(a) Amount beneficially owned: 3,113,657

(b) Percent of class: 6.2%

(c) Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote: 0

(ii) Shared power to vote or to direct the vote: 3,113,657

(iii) Sole power to dispose or to direct the disposition of: 0

(iv) Shared power to dispose or to direct the disposition of: 3,113,657

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following [ ].

Item 6. Ownership of More Than Five Percent on Behalf of Another Person

 

Not Applicable

Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

 

Not Applicable

Item 8. Identification and Classification of Members of the Group

 

Not Applicable

Item 9. Notice of Dissolution of Group

 

Not Applicable

Item 10. Certification