|
FORM 4
|
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 or Section 30(h) of the Investment Company Act of 1940
|
|
OMB APPROVAL
|
| Estimated average burden hours per response... | 0.5 |
|
|
(Print or Type Responses)
|
1. Name and Address of Reporting Person *
|
| Penn Mark Jeffery |
|
2. Issuer Name and Ticker or Trading Symbol
Stagwell Inc [STGW]
|
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
__X__ Director
|
__X__ 10% Owner
|
|
__X__ Officer (give title below)
|
_____ Other (specify below)
|
|
Chief Executive Officer
|
|
|
C/O THE STAGWELL GROUP LLC, 1808 I STREET, NW 6TH FLOOR |
3. Date of Earliest Transaction (Month/Day/Year)
08/31/2022 |
|
WASHINGTON, DC 20006 |
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
|
|
|
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 Common Stock | 08/31/2022 |
| M |
| 25,553 | A | (1) | 26,527,967 | I | See Footnote (2) (3) |
| Class A Common Stock | 08/31/2022 |
| J (1) |
| 25,553 | D |
$
0
| 26,502,414 | I | See Footnote (2) (3) |
| Class A Common Stock |
|
|
|
|
|
|
| 1,755,847 | D |
|
|
| 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
|
| Class C Common Stock | (4) (5) | 08/31/2022 |
| M |
|
| 25,553 |
(4) (5) |
(6) | Class A Common Stock | 25,553 |
$
0
| 164,401,235 | I | See Footnote (4) (5) |
Reporting Owners
| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Penn Mark Jeffery
C/O THE STAGWELL GROUP LLC
1808 I STREET, NW 6TH FLOOR
WASHINGTON, DC 20006 |
X
|
X
|
Chief Executive Officer |
|
Signatures
| /s/ Mark Penn | |
09/02/2022 |
| **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) | On August 31, 2022, Stagwell Media and Stagwell Friends and Family (each as defined and discussed in footnote 4 hereto) exchanged 25,553 Paired Equity Interests (as defined and discussed in footnote 4 hereto) for an equal number of shares of Class A Common Stock of the Issuer and distributed such shares to certain of their limited partners and members for no consideration. |
| (2) | The Reporting Person is the controlling person of The Stagwell Group LLC ("Stagwell Group"). Stagwell Group directly holds 130,000 shares of Class A Common Stock of the Issuer. Stagwell Group is the manager of Stagwell Agency Holdings LLC, which directly holds 26,372,414 shares of Class A Common Stock of the Issuer. Amounts reported also reflect an aggregate of 25,553 shares of Class A Common Stock of the Issuer acquired upon the exchange of an equal number of Paired Equity Interests by Stagwell Media and Stagwell Friends and Family and distributed to limited partners and members of Stagwell Media and Stagwell Friends and Family for no consideration. |
| (3) | The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
| (4) | The Reporting Person is the controlling person of Stagwell Media LP ("Stagwell Media"). Stagwell Media directly holds 160,909,058 shares of Class C Common Stock of the Issuer. Stagwell Media is the manager of Stagwell Friends and Family LLC ("Stagwell Friends and Family"), which directly holds 3,492,177 shares of Class C Common Stock of the Issuer. The shares of Class C Common Stock are voting-only shares that have no economic interest in the Issuer and are not registered or listed shares. The holder of Class C Common Stock may, at its option, exchange its Class C Common Stock, together with its corresponding economic interest in a wholly-owned subsidiary of the Issuer (collectively, a "Paired Equity Interest"), for shares of Class A Common Stock on a one-for-one basis (i.e., one Paired Equity Interest for one share of Class A Common Stock). |
| (5) | The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
| (6) | The right of any holder of the Class C Common Stock to exchange such shares for Class A Common Stock is not subject to an expiration date. |
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.
|
