Sec Form 4 Filing - WEISENBURGER RANDALL J @ OMNICOM GROUP INC - 2012-07-26

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 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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1. Name and Address of Reporting Person WEISENBURGER RANDALL J 2. Issuer Name and Ticker or Trading Symbol OMNICOM GROUP INC [ OMC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Exec Vice Pres and CFO (Last) (First) (Middle) C/O OMNICOM GROUP INC., 437 MADISON AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 07/26/2012 (Street) NEW YORK, NY10022 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 07/26/2012 M 350,000 A $ 25.48 1,193,593 ( 1 ) D Common Stock, par value $0.15 per share 07/26/2012 M 175,000 A $ 23.4 1,368,593 ( 1 ) D Common Stock, par value $0.15 per share 07/26/2012 F 255,565 D $ 49.68 1,113,028 ( 1 ) D Common Stock, par value $0.15 per share 07/26/2012 F 123,734 D $ 49.67 989,294 ( 1 ) D Common Stock, par value $0.15 per share 07/26/2012 S 141,272 D $ 49.6 ( 2 ) 848,022 ( 1 ) D Common Stock, par value $0.15 per share 07/27/2012 S 108,728 D $ 49.87 ( 3 ) 739,294 ( 1 ) D Common Stock, par value $0.15 per share 07/30/2012 S 50,000 D $ 50.62 ( 4 ) 689,294 ( 1 ) D Common Stock, par value $0.15 per share 1,795.49 I By 401(K) Plan

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 Employee Stock Option (right to buy) $ 25.48 07/26/2012 M 350,000 ( 5 ) 12/29/2018 Common Stock 350,000 $ 0 0 D Employee Stock Option (right to buy) $ 23.4 07/26/2012 M 175,000 ( 6 ) 03/31/2019 Common Stock 175,000 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other WEISENBURGER RANDALL J C/O OMNICOM GROUP INC. 437 MADISON AVENUE NEW YORK, NY10022 Exec Vice Pres and CFO Signatures /s/ Randall J. Weisenburger 07/30/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This includes 8,260 shares acquired under Omnicom's employee stock purchase plan. ( 2 )The reported sale price reflects the weighted average price of multiple transactions on July 26, 2012. The actual sales prices for the transactions ranged from $49.60 to $49.63. The reporting person undertakes to provide to Omnicom Group Inc., any security holder of Omnicom Group Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range. ( 3 )The reported sale price reflects the weighted average price of multiple transactions on July 27, 2012. The actual sales prices for the transactions ranged from $49.71 to $49.96. The reporting person undertakes to provide to Omnicom Group Inc., any security holder of Omnicom Group Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range. ( 4 )The reported sale price reflects the weighted average price of multiple transactions on July 30, 2012. The actual sales prices for the transactions ranged from $50.61 to $50.62. The reporting person undertakes to provide to Omnicom Group Inc., any security holder of Omnicom Group Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range. ( 5 )The employee stock options vested 30% on December 29, 2009; 30% on December 29, 2010; and the remaining 40% on December 29, 2011. ( 6 )The employee stock options vested 30% on March 31, 2010; 30% on March 31, 2011; and the remaining 40% on March 31, 2012.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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