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 and President
(Last)
(First)
(Middle)
C/O MDC PARTNERS INC., 45 HAZELTON AVENUE		 3. Date of Earliest Transaction (Month/Day/Year)
02/12/2010
(Street)

TORONTO ONTARIO, A6 M5R 2E3		 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 Shares               2,622,770 D  
Restricted Stock Units (Class A Shares)               537,767 I See FN (1)
Restricted Stock Units (Class A Shares) 02/12/2010   A   125,641 A $ 0 663,408 (2) I See FN (1)
Restricted Stock Units (Class A Shares) 02/12/2010   A   349,650 A $ 0 1,013,058 (3) I See FN (1)

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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 (4) $ 3.72             02/12/2010 02/12/2014 Class A Shares 2,083,333   2,083,333 I See FN (1)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
NADAL MILES
C/O MDC PARTNERS INC.
45 HAZELTON AVENUE
TORONTO ONTARIO, A6 M5R 2E3		   X     Chairman, CEO and President  

Signatures

 /s/ Miles Nadal   02/17/2010
**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) Securities of the Issuer, a portion of which are subject to achievement by the Issuer of financial performance targets, are held by Affiliates of the Reporting Person, including: Nadal Investments Limited, Nadal Management Limited, and certain retirement accounts, and trusts maintained for the benefit of the children of the Reporting Person.
(2) All 125,641 Restricted Stock Units (Class A Shares) ("RSUs") of the Issuer awarded on February 12, 2010 will vest on February 12, 2013, subject to accelerated vesting in 2011 and / or 2012 , if the Issuer achieves specified financial performance targets in 2011 and 2012, subject to the Reporting Person's continued employment.
(3) All 349,650 RSUs of the Issuer awarded on February 12, 2010 were awarded as an LTIP Equity Incentive pursuant to the Reporting Person's Management Services Agreement. These RSUs may vest in 2013 if the Issuer achieves specified financial performance in 2010 - 2012, subject to the Reporting Person's continued employment.
(4) Stock Appreciation Rights ("SARs") granted February 12, 2009, vest 33% on the first anniversary of the grant date, 33% on the second anniversary of the grant date, and 34% on the third anniversary of the grant date, and expire on February 12, 2014. These SARs may be settled in cash or stock, at the discretion of the Issuer.

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