SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 2)
MDC Partners Inc.
--------------------------------------------------------------------------------
(Name of Issuer)
Class A subordinate voting shares
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(Title of Class of Securities)
552697104
--------------------------------------------------------------------------------
(CUSIP Number)
December 31, 2007
--------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[_] Rule 13d-1(b)
[x] Rule 13d-1(c)
[_] Rule 13d-1(d)
----------
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 552697104
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
A. Alex Porter
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [x]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
0
6. SHARED VOTING POWER
1,261,041
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
1,261,041
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,261,041
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.81%
12. TYPE OF REPORTING PERSON*
IN
________________________________________________________________________________
CUSIP No. 552697104
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Paul Orlin
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [x]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
1,261,041
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
1,261,041
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,261,041
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.81%
12. TYPE OF REPORTING PERSON*
IN
________________________________________________________________________________
CUSIP No. 552697104
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Geoffrey Hulme
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [x]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
1,261,041
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
1,261,041
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,261,041
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.81%
12. TYPE OF REPORTING PERSON*
IN
________________________________________________________________________________
CUSIP No. 552697104
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Jonathan W. Friedland
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [x]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
1,261,041
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
1,261,041
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,261,041
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.81%
12. TYPE OF REPORTING PERSON*
IN
________________________________________________________________________________
CUSIP No. 552697104
---------------------
Item 1(a). Name of Issuer:
MDC Partners Inc.
____________________________________________________________________
Item 1(b). Address of Issuer's Principal Executive Offices:
45 Hazelton Avenue
Toronto, Ontario, Canada M5R 2E3
____________________________________________________________________
Item 2(a). Name of Person Filing:
A. Alex Porter
Paul Orlin
Geoffrey Hulme
Jonathan W. Friedland
____________________________________________________________________
Item 2(b). Address of Principal Business Office, or if None, Residence:
666 5th Avenue, 34th Floor, New York, New York 10103
666 5th Avenue, 34th Floor, New York, New York 10103
666 5th Avenue, 34th Floor, New York, New York 10103
666 5th Avenue, 34th Floor, New York, New York 10103
____________________________________________________________________
Item 2(c). Citizenship or Place of Organization:
USA
USA
USA
USA
____________________________________________________________________
Item 2(d). Title of Class of Securities:
Class A subordinate voting shares
____________________________________________________________________
Item 2(e). CUSIP Number:
552697104
____________________________________________________________________
Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b)
or (c), Check Whether the Person Filing is a:
(a) [_] Broker or dealer registered under Section 15 of the Exchange Act.
(b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) [_] Insurance company as defined in Section 3(a)(19) of the Exchange
Act.
(d) [_] Investment company registered under Section 8 of the Investment
Company Act.
(e) [_] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f) [_] An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
(g) [_] A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
(h) [_] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act;
(i) [_] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act;
(j) [_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Item 4. Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
A. Alex Porter: 1,261,041 shares
Paul Orlin: 1,261,041 shares
Geoffrey Hulme: 1,261,041 shares
Jonathan W. Friedland: 1,261,041 shares
______________________________________________________________________
(b) Percent of class:
A. Alex Porter: 4.81%
Paul Orlin: 4.81%
Geoffrey Hulme: 4.81%
Jonathan W. Friedland: 4.81%
______________________________________________________________________
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
A. Alex Porter: 0
Paul Orlin: 0
Geoffrey Hulme: 0
Jonathan W. Friedland: 0
______________________________,
(ii) Shared power to vote or to direct the vote
Alex Porter: 1,261,041
Paul Orlin: 1,261,041
Geoffrey Hulme: 1,261,041
Jonathan W. Friedland: 1,261,041
______________________________,
(iii) Sole power to dispose or to direct the
disposition of
A. Alex Porter: 0
Paul Orlin: 0
Geoffrey Hulme: 0
Jonathan W. Friedland: 0
______________________________,
(iv) Shared power to dispose or to direct the
disposition of
A. Alex Porter: 1,261,041
Paul Orlin: 1,261,041
Geoffrey Hulme: 1,261,041
Jonathan W. Friedland: 1,261,041
_______________________________.
Item 5. Ownership of Five Percent or Less of a Class.
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
five percent of the class of securities check the following [X].
____________________________________________________________________
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, such
securities, a statement to that effect should be included in response to this
item and, if such interest relates to more than five percent of the class, such
person should be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.
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.
If a parent holding company or Control person has filed this schedule,
pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an
exhibit stating the identity and the Item 3 classification of the relevant
subsidiary. If a parent holding company or control person has filed this
schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating
the identification of the relevant subsidiary.
Not Applicable
_______________________________________________________________________
Item 8. Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to s.240.13d-1(b)(1)(ii)(J), so
indicate under Item 3(j) and attach an exhibit stating the identity and Item 3
classification of each member of the group. If a group has filed this schedule
pursuant to s.240.13d-1(c) or s.240.13d-1(d), attach an exhibit stating the
identity of each member of the group.
Not Applicable
_______________________________________________________________________
Item 9. Notice of Dissolution of Group.
Notice of dissolution of a group may be furnished as an exhibit stating the
date of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by members
of the group, in their individual capacity. See Item 5.
Not Applicable
______________________________________________________________________
Item 10. Certifications.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and
are not held in connection with or as a participant in any transaction
having such purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
February 14, 2008
----------------------------------------
(Date)
/s/ A. Alex Porter**
----------------------------------------
(Signature)
A. Alex Porter
----------------------------------------
(Name/Title)
/s/ Paul Orlin**
----------------------------------------
(Signature)
Paul Orlin
----------------------------------------
(Name/Title)
/s/ Geoffrey Hulme**
----------------------------------------
(Signature)
Geoffrey Hulme
----------------------------------------
(Name/Title)
/s/ Jonathan W. Friedland**
----------------------------------------
(Signature)
Jonathan W. Friedland
----------------------------------------
(Name/Title)
** The reporting persons hereby disclaim beneficial ownership over the shares
reported herein except to the extent of their pecuniary interest therein.
Note. Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
for whom copies are to be sent.
Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).
Exhibit 1
Joint Filing Statement
Statement Pursuant to Rule 13d-1(k)(1)
The undersigned hereby consent and agree to file a joint statement on
Schedule 13G under the Securities Exchange Act of 1934, as amended, with respect
to Class A subordinate voting shares of MDC Partners Inc. beneficially owned by
them, together with any or all amendments thereto, when and if appropriate. The
parties hereto further consent and agree to file this Statement Pursuant to Rule
13d-1(k)(1)(iii) as an exhibit to Schedule 13G, thereby incorporating the same
into such Schedule 13G.
Dated: February 14, 2008 /s/ A. Alex Porter
---------------------------------
A. Alex Porter
Dated: February 14, 2008 /s/ Paul Orlin
---------------------------------
Paul Orlin
Dated: February 14, 2008 /s/ Geoffrey Hulme
---------------------------------
Geoffrey Hulme
Dated: February 14, 2008 /s/ Jonathan W. Friedland
---------------------------------
Jonathan W. Friedland
SK 02903 0001 855086