Ownership Submission
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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(Print or Type Responses)
1. Name and Address of Reporting Person *
NADAL MILES
  2. Issuer Name and Ticker or Trading Symbol
MDC PARTNERS INC [MDCA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chairman & CEO
(Last)
(First)
(Middle)
C/O MDC PARTNERS INC., 45 HAZELTON AVENUE
3. Date of Earliest Transaction (Month/Day/Year)
12/01/2005
(Street)

TORONTO, A6 M5R 3E2
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 12/01/2005   P   7,500 A $ 6.52 (1) 1,832,311 D  

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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 (2) (3) $ 5 (1)             01/22/2004 01/21/2007 Class A Subordinate Voting Shares 475,000   475,000 D  
Stock Appreciation Rights (2) (4) $ 9.71 (1)             07/30/2004 07/29/2007 Class A Subordinate Voting Shares 338,200   813,200 D  
Stock Options (5) $ 5.4 (1)             10/09/2002 10/08/2007 Class A Subordinate Voting Shares 475,000   475,000 D  
Stock Options (5) $ 7.25 (1)             05/01/2003 04/30/2008 Class A Subordinate Voting Shares 372,000   847,000 D  
Stock Options (5) $ 9.5 (1)             06/02/2003 06/01/2008 Class A Subordinate Voting Shares 28,000   875,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
NADAL MILES
C/O MDC PARTNERS INC.
45 HAZELTON AVENUE
TORONTO, A6 M5R 3E2
  X     Chairman & CEO  

Signatures

 Miles Nadal   12/05/2005
**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) Canadian dollars.
(2) Stock Appreciation Rights ("SARs") vest 1/3 on each anniversary of the grant date, expiring four years from the grant date. SARs are tied to the performance of the underlying Shares of the Issuer, but may be settled in cash.
(3) The SARs were granted January 22, 2003.
(4) The SARs were granted July 30, 2003.
(5) Stock Options vest 1/5 on grant and 1/5 on each anniversary of the grant date, expiring five years from the grant date.

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