Sec Form 13G Filing - Indaba Capital Management L.P. filing for STAGWELL INC (STGW) - 2021-11-10

	☒	Rule 13d-1(b)
	☐	Rule 13d-1(c)
	☐	Rule 13d-1(d)

CUSIP No. 85256A109

SCHEDULE 13G

1	NAME OF REPORTING PERSONS.   Indaba Capital Management, L.P.
2	Check the Appropriate Box if a Member of a Group (See Instructions)   (a) [   ] (b) [X]
3	SEC Use Only
4	Citizenship or Place of Organization   Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5		Sole Voting Power   0
		6		Shared Voting Power   4,852,568 (1)
		7		Sole Dispositive Power   0
		8		Shared Dispositive Power   4,852,568 (1)
9	Aggregate Amount Beneficially Owned by Each Reporting Person   4,852,568 (1)
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [  ]
11	Percent of Class Represented by Amount in Row (9)   4.3% (1)(2)
12	Type of Reporting Person (See Instructions)   IA, PN

(1)

Represents beneficial ownership of Class A Common Stock of Stagwell Inc. (the “Issuer”) as of the date hereof.  As of October 31, 2021, 6,052,149 shares of Class A Common Stock of the Issuer were beneficially owned.

(2)

Calculation of the foregoing percentage is based on 113,198,517 shares of Class A Common Stock of the Issuer outstanding as of November 8, 2021, as disclosed in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission (“SEC”) on November 9, 2021.  As of October 31, 2021, such percentage was 6.6%, based on 91,084,186 shares of Class A Common Stock of the Issuer outstanding as of October 12, 2021, as disclosed in the Issuer’s Form S-3 filed with the SEC on October 12, 2021.

CUSIP No. 85256A109

SCHEDULE 13G

1	NAME OF REPORTING PERSONS.   IC GP, LLC
2	Check the Appropriate Box if a Member of a Group (See Instructions)   (a) [   ] (b) [X]
3	SEC Use Only
4	Citizenship or Place of Organization   Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5		Sole Voting Power     0
		6		Shared Voting Power     4,852,568 (1)
		7		Sole Dispositive Power     0
		8		Shared Dispositive Power     4,852,568 (1)
9	Aggregate Amount Beneficially Owned by Each Reporting Person   4,852,568 (1)
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [  ]
11	Percent of Class Represented by Amount in Row (9)   4.3% (1)(2)
12	Type of Reporting Person (See Instructions)   OO, HC

CUSIP No. 85256A109	SCHEDULE 13G

1	NAME OF REPORTING PERSONS.   Derek C. Schrier
2	Check the Appropriate Box if a Member of a Group (See Instructions)   (a) [   ] (b) [X]
3	SEC Use Only
4	Citizenship or Place of Organization   United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5		Sole Voting Power   0
		6		Shared Voting Power   4,852,568 (1)
		7		Sole Dispositive Power   0
		8		Shared Dispositive Power   4,852,568 (1)
9	Aggregate Amount Beneficially Owned by Each Reporting Person   4,852,568 (1)
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [  ]
11	Percent of Class Represented by Amount in Row (9)   4.3% (1)(2)
12	Type of Reporting Person (See Instructions)   IN, HC

	(a)	Name of Issuer
		Stagwell Inc. (the “Issuer”)
	(b)	Address of Issuer’s Principal Executive Offices
		One World Trade Center, Floor 65, New York, NY 10007

(a)

Name of Person Filing

This Schedule 13G is being filed jointly on behalf of:   (i) Indaba Capital Management, L.P., a Delaware limited partnership (the "Investment Manager"),   (ii) IC GP, LLC, a Delaware limited liability company, and the Investment Manager’s sole general partner (“IC GP”), and   (iii) Derek C. Schrier, a United States citizen and the Managing Member of IC GP (the “Managing Member” and, collectively with the Investment Manager and IC GP, the “Reporting Persons”).

(b)

Address of Principal Business office or, if None, Residence

The business address of each of the Reporting Persons is One Letterman Drive, Building D, Suite DM700, San Francisco, California 94129

(c)

Citizenship:

The Investment Manager is a Delaware limited partnership, IC GP is a Delaware limited liability company and the Managing Member is a United States citizen.

(d)

Title of Class Securities:

Class A Common Stock, par value $0.001 per share (“Shares”)

(e)

CUSIP Number:

85256A109

Item 3.	If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

	(a)	[  ]		Broker or dealer registered under section 15 of the Act (15 U.S.C. 78c).

	(b)	[  ]		Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

	(c)	[  ]		Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

	(d)	[  ]		Investment company registered under section 8 of the Investment Company Act (15 U.S.C. 80a-8).

	(e)	[X]		An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).

	(f)	[  ]		An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).

	(g)	[X]		A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).

	(h)	[  ]		A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).

	(i)	[  ]		A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
	(j)	[  ]		A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J).
	(k)	[  ]		Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

Item 4.

Ownership

(i) Sole power to vote or to direct the vote:

Incorporated by reference to Item 5 of the cover page pertaining to each Reporting Person.

(ii) Shared power to direct the vote:

Incorporated by reference to Item 6 of the cover page pertaining to each Reporting Person.

(iii) Sole power to dispose or to direct the disposition of:

Incorporated by reference to Item 7 of the cover page pertaining to each Reporting Person.

(iv) Shared power to dispose or to direct the disposition of:

Incorporated by reference to Item 8 of the cover page pertaining to each Reporting Person.

Item 5.

Ownership of Five Percent or Less of a Class.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Item 8.	Identification and Classification of Members of the Group.

Not applicable.

Item 9.

Notice of Dissolution of Group.

Item 10.	Certification:

	INDABA CAPITAL MANAGEMENT, L.P.
	By:	IC GP, LLC, its general partner
	By:	/s/ Derek C. Schrier
		Name: Derek C. Schrier
		Title: Managing Member

	IC GP, LLC
	By:	/s/ Derek C. Schrier
		Name: Derek C. Schrier
		Title: Managing Member
	/s/ Derek C. Schrier
	DEREK C. SCHRIER