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

OMB APPROVAL OMB Number: 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response... 0.5

(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, CEO and President (Last) (First) (Middle) C/O MDC PARTNERS INC., 45 HAZELTON AVENUE 3. Date of Earliest Transaction (Month/Day/Year) 02/26/2008 (Street) TORONTO, A6 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 Class A Shares               2,254,427 D   Restricted Stock Units (Class A Shares)               521,414 (1) I See FN (2) Restricted Stock Units (Class A Shares) (3) 02/26/2008   A   151,854 A $ 0 673,268 I See FN (2) Restricted Stock Units (Class A Shares) (4) 02/26/2008   A   374,040 A $ 0 1,047,308 I See FN (2)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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.		SEC 1474 (9-02)

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 Options (4)

$ 10.66 (5)

06/11/2003

06/11/2008

Class A Shares

382,000

382,000

D

Stock Options (4)

$ 10.3 (5)

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 AVENUE TORONTO, A6 M5R 2E3	X		Chairman, CEO and President

Signatures

/s/ Miles Nadal		02/27/2008
**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)	A portion of the 521,414 unvested Restricted Stock Units (Class A Shares) of the Issuer are subject to achievement by the Issuer of financial performance targets.
(2)	Held by Affiliates of the Reporting Person, including: Nadal Investments Limited, Nadal Management Limited, and certain retirement accounts, and trusts maintained for the benefit of the children of the Reporting Person.
(3)	All 151,854 of these Restricted Stock Units (Class A Shares) of the Issuer awarded on February 26, 2008 will vest in February 2011, subject to accelerated vesting in 2009 and / or 2010, if the Issuer achieves specified financial performance targets in 2009 and 2010, subject to continued employment.
(4)	All 374,040 of these Restricted Stock Units (Class A Shares) of the Issuer were awarded on February 26, 2008 as an LTIP Equity Incentive pursuant to the Reporting Person's Management Services Agreement. These Restricted Stock Units may vest in 2011 if the Issuer achieves specified financial performance targets in 2008 - 2010, subject to continued employment. Such financial targets for 2008 - 2010 are outlined in a "Service-Based and Financial Performance-Based Restricted Stock Unit Agreement", a form of which was filed by the Issuer as an exhibit to a Form 10-Q filed with the SEC on November 8, 2007.
(5)	Canadian dollars.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.