SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
WEISENBURGER RANDALL J

(Last) (First) (Middle)
C/O OMNICOM GROUP INC.
437 MADISON AVENUE

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
OMNICOM GROUP INC [ OMC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Exec Vice Pres and CFO
3. Date of Earliest Transaction (Month/Day/Year)
07/26/2012
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $0.15 per share 07/26/2012 M 350,000 A $25.48 1,193,593 (1) D
Common Stock, par value $0.15 per share 07/26/2012 M 175,000 A $23.4 1,368,593 (1) D
Common Stock, par value $0.15 per share 07/26/2012 F 255,565 D $49.68 1,113,028 (1) D
Common Stock, par value $0.15 per share 07/26/2012 F 123,734 D $49.67 989,294 (1) D
Common Stock, par value $0.15 per share 07/26/2012 S 141,272 D $49.6 (2) 848,022 (1) D
Common Stock, par value $0.15 per share 07/27/2012 S 108,728 D $49.87 (3) 739,294 (1) D
Common Stock, par value $0.15 per share 07/30/2012 S 50,000 D $50.62 (4) 689,294 (1) D
Common Stock, par value $0.15 per share 1,795.49 I By 401(K) Plan
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) $25.48 07/26/2012 M 350,000 (5) 12/29/2018 Common Stock 350,000 $0 0 D
Employee Stock Option (right to buy) $23.4 07/26/2012 M 175,000 (6) 03/31/2019 Common Stock 175,000 $0 0 D
Explanation of Responses:
1. This includes 8,260 shares acquired under Omnicom's employee stock purchase plan.
2. The reported sale price reflects the weighted average price of multiple transactions on July 26, 2012. The actual sales prices for the transactions ranged from $49.60 to $49.63. 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.
3. The reported sale price reflects the weighted average price of multiple transactions on July 27, 2012. The actual sales prices for the transactions ranged from $49.71 to $49.96. 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.
4. The reported sale price reflects the weighted average price of multiple transactions on July 30, 2012. The actual sales prices for the transactions ranged from $50.61 to $50.62. 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.
5. The employee stock options vested 30% on December 29, 2009; 30% on December 29, 2010; and the remaining 40% on December 29, 2011.
6. The employee stock options vested 30% on March 31, 2010; 30% on March 31, 2011; and the remaining 40% on March 31, 2012.
/s/ Randall J. Weisenburger 07/30/2012
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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