OMNICOM GROUP INC. — Director's Dealing 2019

May 23, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: OMNICOM GROUP INC. (OMC)
CIK: 0000029989
Period of Report: 2019-05-20

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-05-20	Common Stock, par value $0.15 per share	A	121111	—	Acquired	928475	Direct
2019-05-20	Common Stock, par value $0.15 per share	F	50570	$79.30	Disposed	877905	Direct
2019-05-22	Common Stock, par value $0.15 per share	S	60541	$79.84	Disposed	817364	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $0.15 per share	241672	Indirect
Common Stock, par value $0.15 per share	28342	Indirect

Footnotes

F1: On March 31, 2016, 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 20, 2019, 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: Since the date of the reporting person's most recently filed Form 4, an aggregate of 274,643 shares were transferred from various Grantor Retained Annuity Trusts to the reporting person's individual brokerage account.

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 March 31, 2016.

F4: The reported sale price reflects the weighted average price of multiple transactions on May 22, 2019. The actual sales prices for the transactions ranged from $79.71 to $79.96. The reporting person undertakes to provide to Omnicom Group Inc., any security holder of Omnicom Group Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.