Mark Penn - Feb 2, 2022 Form 4 Insider Report for Stagwell Inc (STGW)

Role: Chief Executive Officer, Director, 10%+ Owner
Signature: /s/ Mark Penn
Stock symbol: STGW
Transactions as of: Feb 2, 2022
Transactions value $: $0
Form type: 4
Date filed: 2/4/2022, 06:00 PM
Previous filing: Dec 15, 2021
Next filing: Mar 2, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	STGW	Class A Common Stock	Options Exercise		+15.2M	+57.18%		41.7M	Feb 2, 2022	See Footnote	F1
transaction	STGW	Class A Common Stock	Other	$0	-15.2M	-36.38%	$0.00	26.5M	Feb 2, 2022	See Footnote	F1, F2
holding	STGW	Class A Common Stock						1M	Feb 2, 2022	Direct

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	STGW	Class C Common Stock	Options Exercise	$0	-15.2M	-8.42%	$0.00	165M	Feb 2, 2022	Class A Common Stock	15.2M		See Footnote	F3, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The Reporting Person is the controlling person of The Stagwell Group LLC ("Stagwell"). Stagwell directly holds 130,000 shares of Class A Common Sock of the Issuer. Stagwell is the manager of Stagwell Agency Holdings LLC, which directly holds 26,372,414 shares of Class A Common Stock of the Issuer. 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.
F2	Pro rata distributions from Stagwell Media and Stagwell Friends and Family.
F3	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 if the Issuer. Stagwell Media is the manager of Stagwell Friends and Family LLC, which directly holds 3,905,852 shares of Class C Common Stock of the Issuer. The 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 Class A Common Stock on a one-for-one basis (i.e., one Paired Equity Interest for one share of Class A Common Stock).
F4	The right of any holder of Class C Common Stock to exchange such shares for Class A Common Stock is not subject to an expiration date.