Securities Registration (section 12(b)) (8-a12b)

	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

	FORM 8-A

	FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

	Omnicom Group Inc.
	(Exact name of registrant as specified in its charter)
New York		13-1514814
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
280 Park Avenue New York, NY		10017
(Address of principal executive offices)		(Zip Code)
	Omnicom Capital Holdings plc
	(Exact name of registrant as specified in its charter)
England and Wales		Not Applicable
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
Bankside 3, 90-100 Southwark Street London, United Kingdom		SE1 0SW
(Address of principal executive offices)		(Zip Code)

Securities to be registered pursuant to Section 12(b) of the act:

Title of each class to be so registered		Name of each exchange on which each class is to be registered
2.250% Notes due 2033		New York Stock Exchange

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. ☒

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ☐

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐

Securities Act registration statement or Regulation A offering statement file number to which this form relates:
333-261046 (if applicable)

Securities to be registered pursuant to Section 12(g) of the Act:

None

(Title of class)

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Omnicom Group Inc. (“OGI”) and Omnicom Capital Holdings plc (“OCHP” and, together with OGI, the “Registrants”) have filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 424(b) under the Securities Act of 1933, as amended, a prospectus supplement, dated November 17, 2021 (the “Prospectus Supplement”) and the accompanying prospectus, dated November 12, 2021 (the “Base Prospectus”), contained in the Registrants’ effective Registration Statement on Form S-3 (Registration No. 333-261046), which Registration Statement was filed with the Commission on November 12, 2021, relating to the securities to be registered hereunder. The Prospectus Supplement relates to £325 aggregate principal amount of 2.250% Senior Notes due 2033 (the “Notes”) issued by OCHP. The Notes are fully and unconditionally guaranteed by OGI. The Registrants incorporate by reference the Base Prospectus and the Prospectus Supplement to the extent set forth below.

Item 1. Description of Registrant’s Securities to be Registered.

The descriptions under the heading “Description of Notes” in the Prospectus Supplement and “Description of International Debt Securities” in the Base Prospectus are incorporated by reference herein. Copies of such descriptions will be filed with The New York Stock Exchange.

Item 2. Exhibits.

4.1	Base Indenture, dated as of November 22, 2021, among Omnicom Capital Holdings plc, as issuer, Omnicom Group Inc., as guarantor, and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.1 to Omnicom Group Inc.’s Current Report on Form 8-K (File No. 001-10551), filed on November 22, 2021).

4.2	First Supplemental Indenture, dated as of November 22, 2021, among Omnicom Capital Holdings plc, as issuer, Omnicom Group Inc., as guarantor, and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.2 to Omnicom Group Inc.’s Current Report on Form 8-K (File No. 001-10551), filed on November 22, 2021).

4.3	Form of 2.250% Notes due 2033 (included in Exhibit 4.2).

2

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, each registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

Omnicom Group Inc.
By:	/s/ Philip J. Angelastro
	Name:	Philip J. Angelastro
	Title:	Executive Vice President and Chief Financial Officer

Date: November 22, 2021