OMC Omnicom Group Inc

FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES                                                                                   
OMB APPROVAL
OMB Number: 3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940                       

1. Name and Address of Reporting Person * WREN JOHN	2. Issuer Name and Ticker or Trading Symbol OMNICOM GROUP INC. [ OMC ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director                    _____ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) Chairman and CEO
(Last)          (First)          (Middle) C/O OMNICOM GROUP INC., 437 MADISON AVENUE	3. Date of Earliest Transaction (MM/DD/YYYY) 6/8/2020
(Street) NEW YORK, NY 10022 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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	6/8/2020		A		131387 (1)	A	$0	547741 (2)	D
Common Stock, par value $0.15 per share	6/8/2020		F		52935 (3)	D	$63.90	494806	D
Common Stock, par value $0.15 per share								634827	I	By GRATs
Common Stock, par value $0.15 per share								29446	I	By 401(K) Plan

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 of Derivative Security: 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

Explanation of Responses:
(1)	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.
(2)	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.
(3)	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.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
WREN JOHN C/O OMNICOM GROUP INC. 437 MADISON AVENUE NEW YORK, NY 10022	X		Chairman and CEO

Signatures
/s/ John D. Wren		6/10/2020
**Signature of Reporting Person		Date