X0306 4 2012-12-11 0 0000029989 OMNICOM GROUP INC OMC 0001247250 DENISON SUSAN S C/O OMNICOM GROUP INC. 437 MADISON AVENUE NEW YORK NY 10022 1 0 0 0 Common Stock, par value $0.15 per share 2012-12-11 4 A 0 126.49 0 A 36264.86 D Represents the pro rata payment of an increase to director equity compensation for the period from October 1, 2012 to December 31, 2012. The reporting person elected to defer receipt of these shares under the terms of the Omnicom Group Inc. Amended and Restated 2007 Incentive Award Plan. Includes dividends on deferred shares that are reinvested in company stock, credited on October 9, 2012. /s/ Michael J. O'Brien, Attorney in Fact for Susan S. Denison 2012-12-13