OMNICOM GROUP INC. — Director's Dealing 2015

Apr 28, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: OMNICOM GROUP INC. (OMC)
CIK: 0000029989
Period of Report: 2015-04-24

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-04-24	Common Stock, par value $0.15 per share	A	87070	—	Acquired	909574	Direct
2015-04-24	Common Stock, par value $0.15 per share	F	42824	$77.50	Disposed	866750	Direct
2014-04-10	Common Stock, par value $0.15 per share	G	9052	—	Disposed	0	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $0.15 per share	50000	Indirect
Common Stock, par value $0.15 per share	25030.468	Indirect

Footnotes

F1: On April 4, 2012, the reporting person was granted performance restricted stock units ("PRSUs") which vest based on the company's return on equity as compared to that of an industry peer group. On April 24, 2015, the compensation committee of the board of directors of the company determined that the performance criteria had been met, resulting in the vesting of these shares.

F2: On January 7, 2014, 20,542 shares were transferred from the 2011 Grantor Retained Annuity Trust to the reporting person's individual brokerage account.

F3: On October 17, 2014, the reporting person transferred 50,000 shares from his individual brokerage account to his 2014 Grantor Retained Annuity Trust.

F4: Represents shares withheld by the company for payment of tax liability incident to the vesting of PRSUs originally granted to the reporting person on April 8, 2011 and April 4, 2012.

F5: On April 10, 2014, the reporting person appointed a third party as the sole trustee of the 2011 Grantor Retained Annuity Trust and relinquished the right to replace the trustee.

F6: By 2011 Grantor Retained Annuity Trust.

F7: By 2014 Grantor Retained Annuity Trust.