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 *
DAVIDSON THOMAS N
   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 _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O MDC PARTNERS, 950 THIRD AVENUE		 3. Date of Earliest Transaction (Month/Day/Year)
05/02/2007
(Street)

NEW YORK, NY 10022		 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
Class A Subordinate Voting Shares (1) (2)               133,181 D  
Class A Shares               10,000 I Held by spouse in trust.
Restricted Stock (Class A Shares) (3) 05/02/2007   A   4,000 A $ 0 4,000 D  

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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Appreciation Rights (4) $ 9.71 (5)             07/30/2004 07/30/2007 Class A Shares 5,000   5,000 D  
Stock Options (6) $ 8.5 (5)             05/14/2002 05/14/2007 Class A Shares 4,000   4,000 D  
Stock Options (7) $ 10.66 (5)             06/11/2003 06/11/2008 Class A Shares 4,000   4,000 D  
Class A Share Purchase Warrants (8) $ 19.13 (5)             03/12/2004 03/12/2009 Class A Shares 10,000   10,000 D  
Stock Options (9) $ 8.95             04/28/2006 04/28/2016 Class A Shares 25,000   25,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
DAVIDSON THOMAS N
C/O MDC PARTNERS
950 THIRD AVENUE
NEW YORK, NY 10022		   X      

Signatures

 /s/ Thomas N. Davidson   05/04/2007
**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) Hereinafter, "Class A Shares".
(2) Includes 4,000 Class A Shares of Restricted Stock (previously granted on March 5, 2006) which will vest on March 5, 2009, subject to potential accelerated vesting in specified circumstances.
(3) These 4,000 Class A Shares of Restricted Stock of the Issuer, granted on May 2, 2007, will vest 100% on the third anniversary of the grant date ("Vesting Date"), contingent upon the Reporting Person's continued service as a director through the Vesting Date.
(4) Stock Appreciation Rights (previously granted on July 30, 2003) vest 1/3 on each anniversary of the grant date, expire four years from the date of grant, and may be settled in cash.
(5) Canadian dollars.
(6) These Stock Options were previously reported as having a grant date of April 16, 2002, an exercise price of Cdn$7.60, and an expiration date of April 16, 2007. The amended grant date for these options is May 14, 2002; the amended exercise price is Cdn$8.50; and the amended expiration date is May 14, 2007. These Stock Options vest 1/3 on the grant date, 1/3 on the following 2 anniversaries of the grant date, and expire five (5) years from the grant date.
(7) These Stock Options were previously reported as having a grant date of May 1, 2003, an exercise price of Cdn$7.25, and an expiration date of May 1, 2008. The amended grant date for these options is June 11, 2003; the amended exercise price is Cdn$10.66; and the amended expiration date is June 11, 2008. These Stock Options vest 1/3 on the grant date, 1/3 on the following 2 anniversaries of the grant date, and expire five (5) years from the grant date.
(8) These Class A Purchase Warrants form part of the Units issued by the Issuer.
(9) Stock Options (previously granted on April 28, 2006) vest over five (5) years from the grant date: 20% (5,000 Options) on the first anniversary of the grant date, an additional 20% on each of the next four (4) succeeding anniversaries of the grant date, and expire ten (10) years from the grant date.

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