Mark Penn - Feb 28, 2023 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 28, 2023
Transactions value $: -$437,310
Form type: 4
Date filed: 3/2/2023, 08:01 PM
Previous filing: Feb 27, 2023
Next filing: Mar 14, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	STGW	Class A Common Stock	Tax liability	-$437K	-63.7K	-2.67%	$6.87	2.32M	Feb 28, 2023	Direct	F1
holding	STGW	Class A Common Stock						26.5M	Feb 28, 2023	See Footnote	F2

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	Stock Appreciation Rights	Award	$0	+225K		$0.00	225K	Mar 1, 2023	Class A Common Stock	225K	$6.79	Direct	F3

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

Explanation of Responses:

Id	Content
F1	Represents shares withheld by the issuer to satisfy tax withholding requirements on the nonreportable vesting of restricted stock.
F2	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. 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.
F3	Stock Appreciation Rights (SARS) granted March 1, 2023 to the Reporting Person vest and are exercisable in three equal installments (each consisting of 75,000 underlying shares of Class A Common Stock) on each of the first three (3) anniversaries of the grant date, and expire on the fifth anniversary of the grant date.