SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Indaba Capital Management, L.P.

(Last)

(First)

(Middle)

ONE LETTERMAN DRIVE

BUILDING D, SUITE DM700

(Street)

SAN FRANCISCO

94129

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/24/2021

3. Issuer Name and Ticker or Trading Symbol
MDC PARTNERS INC [ MDCA ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Subordinate Voting Shares, no par	9,377,399	I	By: Indaba Capital Fund, L.P.⁽¹⁾⁽²⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Cash-Settled Total Return Swap	⁽³⁾	11/28/2022	Class A Subordinate Voting Shares	18,100	2.6257⁽⁴⁾	I	By: Indaba Capital Fund, L.P.⁽¹⁾⁽²⁾
Cash-Settled Total Return Swap	⁽³⁾	11/28/2022	Class A Subordinate Voting Shares	9,841	2.6259⁽⁴⁾	I	By: Indaba Capital Fund, L.P.⁽¹⁾⁽²⁾
Cash-Settled Total Return Swap	⁽³⁾	11/28/2022	Class A Subordinate Voting Shares	8,100	2.6438⁽⁴⁾	I	By: Indaba Capital Fund, L.P.⁽¹⁾⁽²⁾
Cash-Settled Total Return Swap	⁽³⁾	11/28/2022	Class A Subordinate Voting Shares	22,128	2.6452⁽⁴⁾	I	By: Indaba Capital Fund, L.P.⁽¹⁾⁽²⁾
Cash-Settled Total Return Swap	⁽³⁾	11/28/2022	Class A Subordinate Voting Shares	8,000	2.6467⁽⁴⁾	I	By: Indaba Capital Fund, L.P.⁽¹⁾⁽²⁾
Cash-Settled Total Return Swap	⁽³⁾	11/28/2022	Class A Subordinate Voting Shares	15,024	2.65⁽⁴⁾	I	By: Indaba Capital Fund, L.P.⁽¹⁾⁽²⁾
Cash-Settled Total Return Swap	⁽³⁾	11/28/2022	Class A Subordinate Voting Shares	21,708	2.6569⁽⁴⁾	I	By: Indaba Capital Fund, L.P.⁽¹⁾⁽²⁾
Cash-Settled Total Return Swap	⁽³⁾	11/28/2022	Class A Subordinate Voting Shares	19,696	2.6656⁽⁴⁾	I	By: Indaba Capital Fund, L.P.⁽¹⁾⁽²⁾
Cash-Settled Total Return Swap	⁽³⁾	11/28/2022	Class A Subordinate Voting Shares	13,289	2.6821⁽⁴⁾	I	By: Indaba Capital Fund, L.P.⁽¹⁾⁽²⁾
Cash-Settled Total Return Swap	⁽³⁾	11/28/2022	Class A Subordinate Voting Shares	54,320	2.6995⁽⁴⁾	I	By: Indaba Capital Fund, L.P.⁽¹⁾⁽²⁾
Cash-Settled Total Return Swap	⁽³⁾	11/28/2022	Class A Subordinate Voting Shares	16,277	2.7355⁽⁴⁾	I	By: Indaba Capital Fund, L.P.⁽¹⁾⁽²⁾
Cash-Settled Total Return Swap	⁽³⁾	11/28/2022	Class A Subordinate Voting Shares	7,912	2.7687⁽⁴⁾	I	By: Indaba Capital Fund, L.P.⁽¹⁾⁽²⁾
Cash-Settled Total Return Swap	⁽³⁾	11/28/2022	Class A Subordinate Voting Shares	18,912	2.7693⁽⁴⁾	I	By: Indaba Capital Fund, L.P.⁽¹⁾⁽²⁾
Cash-Settled Total Return Swap	⁽³⁾	11/28/2022	Class A Subordinate Voting Shares	8,461	2.7772⁽⁴⁾	I	By: Indaba Capital Fund, L.P.⁽¹⁾⁽²⁾
Cash-Settled Total Return Swap	⁽³⁾	11/28/2022	Class A Subordinate Voting Shares	6,403	2.7805⁽⁴⁾	I	By: Indaba Capital Fund, L.P.⁽¹⁾⁽²⁾
Cash-Settled Total Return Swap	⁽³⁾	11/28/2022	Class A Subordinate Voting Shares	1,952	2.7977⁽⁴⁾	I	By: Indaba Capital Fund, L.P.⁽¹⁾⁽²⁾
Cash-Settled Total Return Swap	⁽³⁾	11/28/2022	Class A Subordinate Voting Shares	225,000	2.8405⁽⁴⁾	I	By: Indaba Capital Fund, L.P.⁽¹⁾⁽²⁾
Cash-Settled Total Return Swap	⁽³⁾	11/28/2022	Class A Subordinate Voting Shares	74,024	2.8441⁽⁴⁾	I	By: Indaba Capital Fund, L.P.⁽¹⁾⁽²⁾
Cash-Settled Total Return Swap	⁽³⁾	11/28/2022	Class A Subordinate Voting Shares	23,553	2.8497⁽⁴⁾	I	By: Indaba Capital Fund, L.P.⁽¹⁾⁽²⁾
Cash-Settled Total Return Swap	⁽³⁾	11/28/2022	Class A Subordinate Voting Shares	124,866	2.85⁽⁴⁾	I	By: Indaba Capital Fund, L.P.⁽¹⁾⁽²⁾

1. Name and Address of Reporting Person^*

Indaba Capital Management, L.P.

(Last)

(First)

(Middle)

ONE LETTERMAN DRIVE

BUILDING D, SUITE DM700

(Street)

SAN FRANCISCO

94129

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

IC GP, LLC

(Last)

(First)

(Middle)

ONE LETTERMAN DRIVE,

BUILDING D, SUITE DM700

(Street)

SAN FRANCISCO

94129

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SCHRIER DEREK C

(Last)

(First)

(Middle)

C/O INDABA CAPITAL MANAGEMENT, L.P.

ONE LETTERMAN DR., BLDING D, SUITE DM700

(Street)

SAN FRANCISCO

94129

(City)

(State)

(Zip)

Explanation of Responses:

1. This Form 3 is filed jointly by Indaba Capital Management, L.P. (the "Investment Manager"), IC GP, LLC ("IC GP"), and Derek C. Schrier (collectively, the "Reporting Persons"). Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.

2. Securities held directly by Indaba Capital Fund, L.P. (the "Fund"). Pursuant to an Investment Management Agreement, the Fund and its general partner have delegated all voting and investment power over the securities directly held by the Fund to the Investment Manager. As a result, each of the Investment Manager, IC GP, as the general partner of Investment Manager, and Mr. Schrier, as Managing Member of IC GP, may be deemed to exercise voting and investment power over such securities. The Fund specifically disclaims beneficial ownership of such securities by virtue of its inability to vote or dispose of such securities as a result of such delegation to the Investment Manager.

3. The Fund has entered into certain cash-settled total return swap agreements (the "Swap Agreements"), which represent economic exposure to an aggregate of 2,057,270 notional shares. The Swap Agreements provide the Fund with economic results that are comparable to the economic results of ownership but do not provide it with the power to vote or direct the voting or dispose of or direct the disposition of the securities that are referenced by the Swap Agreements (the "Subject Shares"). Each Reporting Person expressly disclaims beneficial ownership of the Subject Shares except to the extent of his or its pecuniary interest therein.

4. The reference price associated with the applicable cash-settled total return equity swap.

Remarks:

Filing 2 of 2 - additional Cash-Settled Total Return Swap holdings included in separate Form 3 dated the same date.

	Indaba Capital Management, L.P.; By: IC GP, LLC; By: /s/ Derek C. Schrier, Managing Member	05/28/2021
	IC GP, LLC; By: /s/ Derek C. Schrier, Managing Member	05/28/2021
	/s/ Derek C. Schrier	05/28/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
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