OMNICOM GROUP INC. — Director's Dealing 2010

Oct 26, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: OMNICOM GROUP INC (OMC)
CIK: 0000029989
Period of Report: 2010-10-22

Reporting Person: OBRIEN MICHAEL J (Senior VP, Gen. Counsel & Sec.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-10-22	Common Stock, par value $0.15 per share	S	5283	$43.22	Disposed	25918	Direct
2010-10-22	Common Stock, par value $0.15 per share	M	22500	$23.40	Acquired	48418	Direct
2010-10-22	Common Stock, par value $0.15 per share	S	22500	$43.20	Disposed	25918	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-10-22	Employee Stock Option (right to buy)	$23.40	M	22500	Disposed	2019-03-31	Common Stock (22500)	Direct

Footnotes

F1: The reported sale price reflects the weighted average price of multiple transactions on October 22, 2010. The actual sales
prices ranged from $43.13 to $43.24. The reporting person undertakes to provide upon request by the Securities and Exchange
Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased
at each separate price.

F2: 30% of the shares vested on March 31, 2010 and, subject to continued employment through each vest date, 30% of the shares are
scheduled to vest on March 31, 2011 and the remaining 40% of the shares are scheduled to vest on March 31, 2012.