OMNICOM GROUP INC. — Director's Dealing 2017

May 25, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: OMNICOM GROUP INC. (OMC)
CIK: 0000029989
Period of Report: 2017-05-24

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-05-24	Common Stock, par value $0.15 per share	A	96830	—	Acquired	498403	Direct
2017-05-24	Common Stock, par value $0.15 per share	F	42949	$83.15	Disposed	455454	Direct
2017-01-11	Common Stock, par value $0.15 per share	G	8416	—	Disposed	0	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $0.15 per share	516315	Indirect
Common Stock, par value $0.15 per share	26497.29	Indirect

Footnotes

F1: On April 8, 2014, 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 May 24, 2017, 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 March 27, 2017, 21,134 shares were transferred from the 2014 Grantor Retained Annuity Trust to the reporting person's individual brokerage account. On April 20, 2017, the reporting person transferred 172,105 shares from his individual brokerage account to each of 2016 Grantor Retained Annuity Trusts #1, #2 and #3.

F3: 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, 2014.

F4: On January 11, 2017, the reporting person was automatically replaced as the sole trustee of the 2014 Grantor Retained Annuity Trust and does not have the right to replace the trustee.

F5: By 2014 Grantor Retained Annuity Trust.

F6: 172,105 shares held by each of 2016 Grantor Retained Annuity Trusts #1, #2 and #3.