Initial Statement of Beneficial Ownership (3)

FORM 3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response... 0.5
	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 ^*

Gardner Seth

2. Date of Event Requiring Statement (MM/DD/YYYY) 6/28/2019

3. Issuer Name and Ticker or Trading Symbol

MDC PARTNERS INC [MDCA]

(Last) (First) (Middle)

C/O MDC PARTNERS INC., 745 FIFTH AVENUE

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director _____ 10% Owner
___ X ___ Officer (give title below) _____ Other (specify below)
Chief Operating Officer /

(Street)

NEW YORK, NY 10151

(City) (State) (Zip)

5. If Amendment, Date Original Filed (MM/DD/YYYY)

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 Beneficially Owned
1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Restricted Stock ⁽¹⁾	225000	D

*Table II - Derivative Securities Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 4)	2. Date Exercisable and Expiration Date (MM/DD/YYYY)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivate Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Appreciation Rights ⁽²⁾	6/17/2020	6/17/2024	Class A Shares	225000	$5.00	D

Explanation of Responses:
(1)	The Issuer granted 225,000 restricted Class A Subordinate Voting Shares to the Reporting Person pursuant to a Restricted Stock Grant Agreement dated June 28, 2019. These restricted Class A Shares will vest in three equal installments on June 17, 2020, June 17, 2021 and June 17, 2022, subject to the Reporting Person's continued employment with the Company through each of the applicable vesting dates.
(2)	The Issuer granted 225,000 Stock Appreciation Rights ("SARs") to the Reporting Person on June 28, 2019, with a base price of $5.00. These SARS will vest in three equal installments on June 17, 2020, June 17, 2021 and June 17, 2022, subject to the Reporting Person's continued employment with the Company through each of the applicable vesting dates. These SARs will be settled in Class A Shares upon exercise.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Gardner Seth C/O MDC PARTNERS INC. 745 FIFTH AVENUE NEW YORK, NY 10151			Chief Operating Officer

Signatures
/s/ Seth Gardner		6/28/2019
^** Signature of Reporting Person		Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*	If the form is filed by more than one reporting person, see Instruction 5(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).
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.