OMNICOM GROUP INC. — Director's Dealing 2020

Jun 10, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: OMNICOM GROUP INC. (OMC)
CIK: 0000029989
Period of Report: 2020-06-08

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-06-08	Common Stock, par value $0.15 per share	A	131387	—	Acquired	547741	Direct
2020-06-08	Common Stock, par value $0.15 per share	F	52935	$63.90	Disposed	494806	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $0.15 per share	634827	Indirect
Common Stock, par value $0.15 per share	29446	Indirect

Footnotes

F1: On March 17, 2017, 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 June 8, 2020, 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 48,990 shares were transferred from various Grantor Retained Annuity Trusts to the reporting person's individual brokerage account, 450,000 shares were transferred from the reporting person's individual brokerage account to a Grantor Retained Annuity Trust and 7,855 shares were transferred from a Grantor Retained Annuity Trust to a trust for the benefit of the reporting person's children.

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 17, 2017.