X0201 4 2004-01-05 0 0000043952 GREY GLOBAL GROUP INC GREY 0000904458 MEYER EDWARD H C/O GREY GLOBAL GROUP INC 777 THIRD AVENUE NEW YORK NY 10017 1 1 1 0 Chairman, President and CEO Common Stock, par value $.01 per share 2004-01-05 4 M 0 40000 148.5 A 66964 D Common Stock, par value $.01 per share 2004-01-05 4 F 0 8774 677 D 101510 I Voting Trust Common Stock, par value $.01 per share 2004-01-05 4 F 0 12316 676.51 D 89194 I Voting Trust Stock Option (Right to Buy) 148.5 2004-01-05 4 M 0 40000 D 2004-01-05 Common Stock 40000 0 D Represents shares of Common Stock delivered to Company in satisfaction of the stock option exercise price, based on the $677 per share closing price on January 5, 2004, as determined in accordance with Section 1(b)(iv) of the Option Agreement. Represents shares of Common Stock delivered to Company in satisfaction of tax withholding obligations in connection with the stock option exercise, based on the $676.51 per share price on January 5, 2004, as determined in accordance with applicable tax regulations. Mr. Meyer is the indirect beneficial owner of 82, 194 shares of Common Stock pursuant to a voting trust agreement, dated February 24, 1986, as amended. Additionally, 3,250 shares of Common Stock are held in a trust for the benefit of Mr. Meyer's daughter, Margaret Meyer, under a Trust Agreement, and 3,750 shares of Common Stock are held in a trust for the benefit of Mr. Meyer's son, Anthony Meyer, under a Trust Agreement (the Trusts for Margaret Meyer and Anthony Meyer, collectively, the "Children's Trusts"). Shares held by the Children's Trusts are included on this Form because Mr. Meyer's wife, Sandra Meyer, is the trustee of the Children's Trusts. Mr. Meyer disclaims beneficial ownership of the shares held by the Children's Trusts. The option vested in three equal installments on January 5, 1995, 1996 and 1997. 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). Edward H. Meyer 2004-01-07