U.S. SECURITIES AND EXCHANGE COMMISSION
OMB APPROVAL
Washington, D.C. 20549
OMB Number:
3235-0101
     
Expires:
December 31, 2009
 
FORM 144
  
Estimated average burden
  hours per response  . . .2.00
     
SEC USE ONLY
NOTICE OF PROPOSED SALE OF SECURITIES
PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
DOCUMENT SEQUENCE NO.
 
ATTENTION:  Transmit for filing 3 copies of this form concurrently with either placing an order with a broker to execute sale or executing a sale directly with a market maker.
CUSIP NUMBER
 
1(a) NAME OF ISSUER
 
MDC Partners Inc.
(b) IRS IDENT. NO.
 
98-0364441
(c) S.E.C. FILE NO.
 
 001-13718
WORK LOCATION
 

 
 
1(d) ADDRESS OF ISSUER
STREET
CITY
STATE
ZIP CODE
(e) TELEPHONE NO.
  
         
AREA CODE
NUMBER
 
45 Hazelton Avenue
Toronto
ON
M5R 2E3
(416)
960-9000
             
             
             
2(a) NAME OF PERSON FOR WHOSE
        ACCOUNT THE SECURITIES
        ARE TO BE SOLD
(b) IRS IDENT. NO.
(c) RELATIONSHIP
      TO ISSUER
   (d) ADDRESS
CITY        STATE
 ZIP CODE
           
Miles S. Nadal   
Director; Officer
    See 1(d) above      
 
INSTRUCTION: The person filing this notice should contact the issuer to obtain the I.R.S. Identification Number and the S.E.C. File Number.
                             
3(a)
  
(b)
  
SEC USE ONLY
  
I
  
(d)
  
(e)
  
(f)
  
(g)
                             
Title of the
Class of
Securities
To Be Sold
  
Name and Address of Each Broker Through
Whom the Securities are to be
Offered or Each Market Maker
who is Acquiring the Securities
  
Broker-Dealer
File Number
  
Number of Shares
or Other Units
To Be Sold
(See instr. 3I)
  
Aggregate
Market Value
(See instr. 3(d))
  
Number of Shares
or Other Units
Outstanding
(See instr. 3(e))
  
Approximate
Date of Sale
(See instr. 3(f))
(M0. DAY YR.)
  
Name of Each
Securities
Exchange
(See instr. 3(g))
                             
 Class A Shares
 
*(See Note 1 and 2 below)
  
William Blair
222 W. Adams St.
Chicago, IL 60606
      
463,940
  
$5,066,225
  
25,373,980
  
09/17/07 to
12/15/07
  
Nasdaq
and TSX

 
1.
     3.    
 
(a)
Name of issuer.
  
(a)
Title of the class of securities to be sold.
 
(b)
Issuer’s IRS Identification Number.
  
(b)
Name and address of each broker through whom the securities
 
I
Issuer’s SEC file number, if any.
   are intended to be sold.
 
(d)
Issuer’s address, including zip code.
  
I
Number of shares or other units to be sold (if debt securities,
 
(e)
Issuer’s telephone number, including area code.
     give the aggregate face amount).
2.
      
(d)
Aggregate market value of the securities to be sold as of a
 
(a)
Name of person for whose account the securities are to be sold.
     specified date within 10 days prior to the filing of this notice.
 
(b)
Such person’s or I.R.S. Identification number, if such a person is an entity.
  
(e)
Number of shares or other units of the class outstanding, or if
 
I
Such person’s relationship to the issuer (e.g., officer, director, 10 percent stockholder,
    debt securities the face amount thereof outstanding, as shown by
  or member of immediate family of any of the foregoing).     the most recent report or statement published by the issuer.
 
(d)
Such person’s address, including zip code.
(f)
Approximate date on which the securities are to be sold.
           
       
(g)
Name of each securities exchange, if any, on which the securities are intended to be sold.
 
TABLE I - SECURITIES TO BE SOLD
 
Furnish the following information with respect to the acquisition of the securities to be sold
and with respect to the payment of all or any part of the purchase price or other consideration therefor:
 
                                         
Title of
the Class
 
Date you
Acquired
 
Nature of Acquisition Transaction
 
Name of Person from Whom Acquired
(If gift, also give date donor acquired)
 
Amount of
Securities Acquired
 
Date of
Payment
 
Nature of
Payment
Class A Shares
  
September 17, October 1, and October 3, 2007
  
Shares acquired upon exercise of options that expire on November 10, 2007.
  
MDC Partners Inc.
  
Up to 463,940, upon exercise of options
 
Same date as option exercise
  
cash
                         

   
INSTRUCTIONS:
 
  
If the securities were purchased and full payment therefore was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.
 
 
TABLE II - SECURITIES SOLD DURING THE PAST 3 MONTHS
Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.
 
 
Name and Address of Seller
 
Title of Securities Sold
 
Date of Sale
 
Amount of
Securities Sold
 
Gross Proceeds
Miles S. Nadal 45 Hazelton Ave.
Toronto, ON M5R 2E3 Canada
 
Class A Shares
 
Sept. 17, 2007
 
165,000
 
$1,815,000

Remarks:
 
*Note 1: This Form 144 is being filed as a supplement to the Form 144 filed by the Reporting Person on September 17, 2007, and includes an additional 77,940 shares that the Reporting Person is permitted to sell pursuant to Rule 144 as of October 3, 2007 (i.e., an aggregate of 463,940 shares.) A portion of the proceeds from this proposed sale will be used to satisfy the tax payment requirement upon the planned exercise of 475,000 options that expire on November 10, 2007, and to satisfy a loan repayment obligation pursuant to Section 4 of the Reporting Person’s Management Services Agreement.

*Note 2: All or a portion of the shares of stock covered by this Form 144 may be sold pursuant to a 10b5-1 Plan dated September 21, 2007.

 
     
INSTRUCTIONS:
See the definition of “person” in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.
 
 
ATTENTION:
The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed.
 
   
October 3, 2007
 
/s/ Miles S. Nadal
Date of Notice
  
(Signature)
The notice shall be signed by the person for whose account the securities are to be sold. At least one copy of the notice shall be manually signed.
Any copies not manually signed shall bear typed or printed signatures.
 
 
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)