Edgar Filing: NADAL MILES

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	__X__ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Chairman, President and CEO

(Last)

(First)

(Middle)

C/O MDC PARTNERS INC., 45 HAZELTON AVENUE

3. Date of Earliest Transaction (Month/Day/Year)
02/28/2005

(Street)

TORONTO, ONTARIO CANADA 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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Pledge of Class A Subordinate Voting Shares ⁽¹⁾

⁽¹⁾

02/28/2005

2,235,342 ⁽¹⁾

⁽¹⁾

05/31/2005

Class A Subord-inate Voting Shares

2,235,342

⁽¹⁾

2,235,342 ⁽¹⁾ ⁽²⁾

(2)

Reporting Owners

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

Signatures

Miles S. Nadal, Chairman, President and Chief Executive Officer		03/02/2005
^**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)	On February 25, 2000, Amadeus Capital Corporation, a company wholly-owned by Mr. Nadal, entered into a monetization program for proceeds of Cdn$35,000,000 and pledged as security to the lender a portfolio of shares that includes 2,235,342 Class A subordinate voting shares of the Issuer, together with securities of other companies. On the date of such monitization arrangement (February 25, 2000), the value of the Issuer's Class A subordinate voting shares was Cdn$20.65 per share, or Cdn$46,159,812 in the aggregate. The monetization arrangement is interest bearing, and the lender's recourse is limited to the pledged portfolio of shares. On February 28, 2005, the maturity date of the monetization arrangement was extended to May 31, 2005. The terms further provide that Amadeus Capital Corporation may, at its option, at maturity elect to repay all amounts owing to the lender in cash or by transfer of selected securities from the portfolio or by a combination of both.
(2)	The shares are held by Amadeus Capital Corporation, a company wholly-owned by Miles S. Nadal.

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