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
Estimated average burden
hours per response...
0.5
                      
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
Omnicom (NYSE:OMC)
Historical Stock Chart
From Aug 2020 to Sep 2020 Click Here for more Omnicom Charts.
Omnicom (NYSE:OMC)
Historical Stock Chart
From Sep 2019 to Sep 2020 Click Here for more Omnicom Charts.