OMNICOM GROUP INC. — Director's Dealing 2011

Apr 13, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: OMNICOM GROUP INC (OMC)
CIK: 0000029989
Period of Report: 2011-04-08

Reporting Person: WEISENBURGER RANDALL J (Executive Vice President & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-04-08	Common Stock, par value $0.15 per share	A	49110	—	Acquired	845549	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $0.15 per share	1743.475	Indirect

Footnotes

F1: These shares were acquired by the reporting person as a grant of performance restricted stock units (PRSUs). The ultimate
number of PRSUs received by the reporting person will depend upon Omnicom's return on equity over the coming three years, as
compared to the return on equity of Omnicom's five principal competitors. Between 50% and 100% of the PRSUs would
ultimately be received by the reporting person, depending on Omnicom's rank as compared to such competitors. Each PRSU
represents the right to receive one share of Omnicom's common stock upon vesting. The PRSUs are eligible to vest in five
annual installments beginning on the one-year anniversary of the date of grant, subject to continued employment with Omnicom
or its subsidiaries on the applicable date.

F2: Includes 8,021 shares acquired under Omnicom's employee stock purchase plan.