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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

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) President and CEO (Last) (First) (Middle) C/O OMNICOM GROUP INC., 437 MADISON AVENUE 3. Date of Earliest Transaction (Month/Day/Year) 04/24/2015 (Street) NEW YORK, NY 10022 4. If Amendment, Date 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 (City) (State) (Zip) 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) Code V Amount (A) or (D) Price Common Stock, par value $0.15 per share 04/24/2015   A   87,070 (1) A $ 0 909,574 (2) (3) D   Common Stock, par value $0.15 per share 04/24/2015   F   42,824 (4) D $ 77.5 866,750 D   Common Stock, par value $0.15 per share 04/10/2014   G(5)   9,052 D $ 0 0 I See footnote (6) Common Stock, par value $0.15 per share               50,000 (3) I See footnote (7) Common Stock, par value $0.15 per share               25,030.468 I By 401(K) Plan

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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 Underlying Securities (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

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		President and CEO

Signatures

/s/ John D. Wren		04/28/2015
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	On April 4, 2012, 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 April 24, 2015, 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)	On January 7, 2014, 20,542 shares were transferred from the 2011 Grantor Retained Annuity Trust to the reporting person's individual brokerage account.
(3)	On October 17, 2014, the reporting person transferred 50,000 shares from his individual brokerage account to his 2014 Grantor Retained Annuity Trust.
(4)	Represents shares withheld by the company for payment of tax liability incident to the vesting of PRSUs originally granted to the reporting person on April 8, 2011 and April 4, 2012.
(5)	On April 10, 2014, the reporting person appointed a third party as the sole trustee of the 2011 Grantor Retained Annuity Trust and relinquished the right to replace the trustee.
(6)	By 2011 Grantor Retained Annuity Trust.
(7)	By 2014 Grantor Retained Annuity Trust.

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