MDCA MDC Partners Inc

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                                                                                   
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940                       

1. Name and Address of Reporting Person * Penn Mark Jeffery	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                    __X__ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) Chief Executive Officer
(Last)          (First)          (Middle) C/O THE STAGWELL GROUP LLC, 1808 I STREET, NW 6TH FLOOR	3. Date of Earliest Transaction (MM/DD/YYYY) 3/24/2020
(Street) WASHINGTON, DC 20006 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY) 3/26/2020	6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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	3/26/2020 (1)		P		15000	A	$1.68 (2)	14400714 (3)	I	See Footnote (4)
Class A Subordinate Voting Shares								602500 (5)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		7. Title and Amount of Securities Underlying Derivative Security (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

Explanation of Responses:
(1)	This amendment is to include a transaction inadvertently omitted from the Form 4 filed by the Reporting Person on March 26, 2020.
(2)	The purchase price reported in Column 4 is an average price. These shares were purchased in multiple transactions at prices ranging from $1.64 to $1.73, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.
(3)	The amount of securities beneficially owned reported in Column 5 reflects the number as of the date of filing of this amendment, and includes shares purchased and reported on Form 4 subsequent to the March 26, 2020 filing of the Form 4 that is the subject of this amendment.
(4)	The Class A Subordinate Voting Shares purchased in this transaction were purchased directly by The Stagwell Group LLC ("Stagwell"). The Reporting Person is the controlling person of Stagwell. As of the date of filing of this amendment, Stagwell directly holds 115,000 Class A Subordinate Voting Shares of the Issuer. Stagwell is the manager of Stagwell Agency Holdings LLC, which directly holds 14,285,714 Class A Subordinate Voting Shares of the Issuer. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
(5)	Includes 577,500 shares of unvested Restricted Stock (Class A Subordinate Voting Shares) of the Issuer.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Penn Mark Jeffery C/O THE STAGWELL GROUP LLC 1808 I STREET, NW 6TH FLOOR WASHINGTON, DC 20006	X	X	Chief Executive Officer

Signatures
/s/ Mark Penn		5/21/2020
**Signature of Reporting Person		Date