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OMNICOM GROUP INC. Director's Dealing 2017

May 25, 2017

30397_dirs_2017-05-25_9f9b0ee9-864a-4ee9-b7a6-7b79fe1b5ca8.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: 2017-05-24

Reporting Person: Hewitt Dennis E. (Treasurer)

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 6176 Acquired 46860 Direct
2017-05-24 Common Stock, par value $0.15 per share F 2399 $83.15 Disposed 44461 Direct

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: 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.