OMNICOM GROUP INC. — Director's Dealing 2010

Nov 16, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: OMNICOM GROUP INC (OMC)
CIK: 0000029989
Period of Report: 2010-11-10

Reporting Person: WREN JOHN (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-11-10	Common Stock, par value $0.15 per share	M	2500000	$39.75	Acquired	2500000	Indirect
2010-11-10	Common Stock, par value $0.15 per share	F	2159387	$46.02	Disposed	340613	Indirect
2010-11-10	Common Stock, par value $0.15 per share	M	1500000	$39.75	Acquired	2451786	Direct
2010-11-10	Common Stock, par value $0.15 per share	M	300000	$25.48	Acquired	2751786	Direct
2010-11-10	Common Stock, par value $0.15 per share	M	150000	$23.40	Acquired	2901786	Direct
2010-11-10	Common Stock, par value $0.15 per share	F	1464234	$46.02	Disposed	1437552	Direct
2010-11-10	Common Stock, par value $0.15 per share	F	413235	$46.49	Disposed	1024317	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-11-10	Employee Stock Option (right to buy)	$39.75	M	2500000	Disposed	2011-04-04	Common Stock (2500000)	Indirect
2010-11-10	Employee Stock Option (right to buy)	$39.75	M	500000	Disposed	2011-04-04	Common Stock (500000)	Direct
2010-11-10	Employee Stock Option (right to buy)	$39.75	M	1000000	Disposed	2011-04-04	Common Stock (1000000)	Direct
2010-11-10	Employee Stock Option (right to buy)	$25.48	M	300000	Disposed	2018-12-29	Common Stock (300000)	Direct
2010-11-10	Employee Stock Option (right to buy)	$23.40	M	150000	Disposed	2019-03-31	Common Stock (150000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $0.15 per share	22205	Indirect

Footnotes

F1: By Grantor Retained Annuity Trust.

F2: The employee stock options vested 100% on April 4, 2007.

F3: The employee stock options vested 30% on April 4, 2002; 30% on April 4, 2003; and the remaining 40% on April 4, 2004.

F4: The employee stock options vested 30% on December 29, 2009 and, subject to continued employment through each vest date, 30%
of the employee stock options are scheduled to vest on December 29, 2010 and the remaining 40% of the employee stock options
are scheduled to vest on December 29, 2011.

F5: The employee stock options vested 30% on March 31, 2010 and, subject to continued employment through each vest date, 30% of
the employee stock options are scheduled to vest on March 31, 2011 and the remaining 40% of the employee stock options are
scheduled to vest on March 31, 2012.