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 _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chairman and CEO
(Last)
(First)
(Middle)
C/O MDC PARTNERS INC., 45 HAZELTON AVEN		 3. Date of Earliest Transaction (Month/Day/Year)
07/23/2007
(Street)

TORONTO, A6 M5R 2E3		 4. If Amendment, Date Original Filed(Month/Day/Year)
07/27/2007		 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)               1,885,911 D  
Class A Shares               792,214 (2) (3) I See footnote (4)
Class A Shares 07/23/2007   M   37,652 (5) A $ 9.71 (6) 829,866 (2) (3) I See footnote (4)

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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 (7) $ 9.71 (6) 07/23/2007   M     338,200 07/30/2004 07/30/2007 Class A Shares 37,652 (5) $ 0 (8) 0 I See footnote (4)
Stock Options (9) $ 8.02 (6)             11/14/2002 11/14/2007 Class A Shares 475,000   475,000 D  
Stock Options (9) $ 10.66 (6)             06/11/2003 06/11/2008 Class A Shares 382,000   382,000 D  
Stock Options (9) $ 10.3 (6)             06/25/2003 06/25/2008 Class A Shares 28,000   28,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
NADAL MILES
C/O MDC PARTNERS INC.
45 HAZELTON AVEN
TORONTO, A6 M5R 2E3		   X     Chairman and CEO  

Signatures

 /s/ Miles Nadal   08/07/2007
**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 300,000 Financial Performance-Based Restricted Stock Units (Class A Shares) (hereinafter, "FPB RSU's") of the Issuer awarded on February 28, 2006. 150,000 of these FPB RSU's were deemed fully vested as unrestricted Class A Shares on March 15, 2007. The remaining FPB RSU's may vest in 2008 and / or 2009 if the Issuer achieves specified financial performance targets in 2007 - 2008, and is dependent on continued employment. Such financial targets are set forth in a "Financial Performance-Based Restricted Stock Unit Agreement", a form of which was filed by the Issuer as an exhibit to a Form 8-K filed with the SEC on March 2, 2006.
(3) Includes 283,614 FPB RSU's of the Issuer awarded on March 20, 2007 which may vest in each of 2008, 2009, or 2010 if the Issuer achieves specified financial performance targets in 2007, 2008, and 2009, and is dependent upon continued employment.
(4) Held by Nadal Investments Limited, an Affiliate of, and controlled by, the Reporting Person.
(5) These Class A Shares (37,652) were acquired by an Affiliate of the Reporting Person and issued by the Issuer in satisfaction of a SARS exercise. This amount represents a net number of Class A Shares acquired after prepayment to the Issuer of 10,595 Class A Shares (representing $112,708) in satisfaction of a loan repayment obligation pursuant to Section 4(d)(iii) of the Reporting Person's Management Services Agreement dated April 27, 2007.
(6) Canadian dollars.
(7) Stock Appreciation Rights (previously granted on July 30, 2003) vest 1/3 on each anniversary of the grant date, expire four years from the grant date, and may be settled in cash or in stock at the option of the issuer.
(8) This transaction does not involve the sale or purchase of a derivative security, but rather the exercise of stock appreciation rights. As per instruction 4 of Form 4, this field has been left blank.
(9) Stock Options (previously granted as of the grant dates shown) vest 1/5 on the grant date and 1/5 on each anniversary of the grant date, expiring five years from the grant date.

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