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OMNICOM GROUP INC. Director's Dealing 2016

May 26, 2016

30397_dirs_2016-05-26_db4692d9-3a1f-4102-9b7e-6552bade9404.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: OMNICOM GROUP INC. (OMC)
CIK: 0000029989
Period of Report: 2016-05-24

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

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2016-05-24 Common Stock, par value $0.15 per share A 9336 Acquired 61791 Direct
2016-05-24 Common Stock, par value $0.15 per share F 4815 $82.88 Disposed 56976 Direct

Footnotes

F1: On March 6, 2013, 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, 2016, 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: Represents shares withheld by the company for payment of tax liability incident to the vesting of PRSUs originally granted to the reporting person on March 6, 2013.