SEC FORM 4

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^*

MEYER EDWARD H

(Last)

(First)

(Middle)

C/O GREY GLOBAL GROUP INC.

777 THIRD AVENUE

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
GREY GLOBAL GROUP INC [ GREY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman, President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
12/23/2004

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.01 per share	12/23/2004		M		30,000	A	$332.5	162,182	D
Common Stock, par value $0.01 per share	12/23/2004		F		9,253⁽¹⁾	D	$1,077.95	152,929	D
Common Stock, par value $0.01 per share	12/23/2004		F		8,184⁽²⁾	D	$1,077.98	144,745	D
Common Stock, par value $0.01 per share								16,976	I	See footnote⁽³⁾
Common Stock, par value $0.01 per share								7,000	I	See footnote⁽⁴⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$332.5	12/23/2004		M			30,000	⁽⁵⁾	01/23/2005	Common Stock	30,000	⁽⁶⁾	0	D

Explanation of Responses:

1. Represents shares of Common Stock delivered to Company in satisfaction of the stock option exercise price, based on the $1,077.95 per share closing price on December 23, 2004, as determined in accordance with Section 1(b)(iv) of the Stock Option Agreement dated as of January 23, 1998 between the company and Mr. Meyer.

2. Represents shares of Common Stock delivered to Company in satisfaction of tax withholding obligations in connection with the stock option exercise, based on the $1,077.98 per share price on December 23, 2004, as determined in accordance with applicable tax regulations.

3. Shares held by the Edward & Sandra Meyer Foundation Inc. Mr. Meyer disclaims beneficial ownership of the shares held in the foundation.

4. Shares held in trust for Mr. Meyer's son, Anthony Edward Meyer (3,750 shares) and Mr. Meyer's daughter, Margaret Ann Meyer (3,250 shares). Mr. Meyer's wife, Sandra Meyer, is the trustee of the trust. Mr. Meyer disclaims beneficial ownership of the shares in the trust.

5. The option vested in three equal installments on January 23, 1998, 1999 and 2000.

6. This transaction is an exercise of a derivative security for which the exercise price is reported in Column 2, pursuant to Instruction 4(c)(iii).

	/s/ Edward H. Meyer	12/23/2004
	** 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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