SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
SCHEDULE 13G/A
(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
(Amendment No. 3)
MDC Partners Inc.
-----------------
(Name of Issuer)
Class A Subordinate Voting Shares
---------------------------------
(Title of Class of Securities)
552697104
---------
(CUSIP Number)
December 31, 2008
-----------------
(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 remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
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 ("Act") 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).
1
CUSIP No. 552697104
--------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
The Clark Estates, Inc.
13-5524538
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
--------------------------------------------------------------------------------
5. SOLE VOTING POWER
1,359,574
-----------------------------------------------------------------
NUMBER OF 6. SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY -----------------------------------------------------------------
EACH 7. SOLE DISPOSITIVE POWER
REPORTING
PERSON 1,359,574
WITH -----------------------------------------------------------------
8. SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,359,574
--------------------------------------------------------------------------------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |_|
--------------------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.98%
--------------------------------------------------------------------------------
12. TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
2
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:
The Clark Estates, Inc.
Item 2(b). Address of Principal Business Office or, if None, Residence:
One Rockefeller Plaza
31st Floor
New York, New York 10020
Item 2(c). Citizenship:
New York
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), 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 as defined under Section 8 of the
Investment Company Act.
(e) |_| An investment adviser in accordance with
ss.240.13d-1(b)(1)(ii)(E).
(f) |_| An employee benefit plan or endowment fund in accordance with
ss.240.13d-1(b)(1)(ii)(F).
(g) |_| A parent holding company or control person in accordance with
ss.240.13d-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 ss.240.13d-1(b)(1)(ii)(J).
Not Applicable.
3
Item 4. Ownership:
(a) Amount beneficially owned: 1,359,574
(b) Percent of class: 4.98%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: 1,359,574
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 1,359,574
(iv) Shared power to dispose or to direct the disposition of: 0
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 a class of securities, check the following |X|.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
The securities as to which this Schedule is filed by The Clark Estates,
Inc., in its capacity as investment adviser, are owned of record by
clients of The Clark Estates, Inc. Those clients have the right to
receive, or the power to direct the receipt of, dividends from, or the
proceeds from the sale of, such securities. No such client is known to
have such right or power with respect to more than five percent of this
class of securities.
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.
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 that purpose
or effect.
4
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.
Dated: February 12, 2009
THE CLARK ESTATES, INC.
By: /s/ Kevin S. Moore
-----------------------
Name: Kevin S. Moore
Title: President
5