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

Stagwell Inc [ STGW ]
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)

12/14/2021
(Street)

WASHINGTON, DC 20006
(City)        (State)        (Zip)
4. 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 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

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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Appreciation Rights (1)$8.27 12/14/2021  A   1500000    12/14/2022 (1)12/14/2026 Class A Common Stock 1500000 $0 1500000 D  

Explanation of Responses:
(1) Stock Appreciation Rights (SARS) granted December 14, 2021 to the reporting person vest and are exercisable in three equal installments (each consisting of 500,000 underlying shares of Class A Common Stock) on each of the first three (3) anniversaries of the grant date, and expire on the fifth anniversary of the grant date. The grant of 1,312,000 of the SARS is subject to approval by the Issuer's stockholders of amendments to its Amended and Restated 2016 Stock Incentive Plan.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Penn Mark Jeffery
C/O THE STAGWELL GROUP LLC
1808 I STREET, NW 6TH FLOOR
WASHINGTON, DC 20006
XXChief Executive Officer

Signatures
/s/ Mark Penn12/15/2021
**Signature of Reporting PersonDate

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