Sec Form 4 Filing - Mergenthaler Frank @ INTERPUBLIC GROUP OF COMPANIES, INC. - 2016-02-29

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 Mergenthaler Frank 2. Issuer Name and Ticker or Trading Symbol INTERPUBLIC GROUP OF COMPANIES, INC. [ IPG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP & CFO (Last) (First) (Middle) 909 THIRD AVE 3. Date of Earliest Transaction (MM/DD/YY) 02/29/2016 (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 02/29/2016 A 28,995 ( 1 ) A $ 21.555 340,536 ( 2 ) D Common Stock 02/29/2016 A 34,794 ( 3 ) A $ 21.555 375,330 ( 2 ) D Common Stock 02/29/2016 A 86,260 ( 4 ) A $ 21.555 461,590 ( 2 ) D Common Stock 02/29/2016 A 38,230 ( 5 ) A $ 21.56 499,820 ( 2 ) D Common Stock 02/29/2016 F 18,356 ( 6 ) D $ 21.56 481,464 ( 2 ) D Common Stock 02/29/2016 F 44,728 ( 6 ) D $ 21.555 436,736 ( 2 ) D Common Stock 03/01/2016 M 115,540 ( 7 ) A $ 8.655 552,276 ( 2 ) D Common Stock 03/01/2016 S 115,540 ( 7 ) D $ 21.5768 ( 8 ) 436,736 ( 2 ) D Common Stock 03/01/2016 S 61,406 ( 9 ) D $ 21.5778 ( 10 ) 375,690 ( 2 ) D

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 Stock Options $ 8.655 03/01/2016 M 115,540 06/15/2010 06/15/2016 Common Stock 115,540 $ 8.655 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Mergenthaler Frank 909 THIRD AVE NEW YORK, NY10022 EVP & CFO Signatures /s/Robert Dobson POA for Frank Mergenthaler 03/02/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Restricted shares that will vest on February 28, 2019. ( 2 )Includes restricted shares that are subject to forfeiture under certain circumstances. ( 3 )Restricted shares that will vest on February 28, 2018. ( 4 )Performance based shares, awarded to Mr. Mergenthaler on February 29, 2016 after achieving specific performance goals and vesting over the 2013-2016 period. ( 5 )Performance based cash, paid in shares, awarded to Mr. Merganthaler on February 29, 2016 after achieving specific performance goals and vesting over the 2013-2016 period. ( 6 )This is not an open market sale, rather it represents a surrender of shares to the company to satisfy withholding tax obligations. ( 7 )Involves the exercise of 115,540 options which were set to expire on June 15, 2016 and subsequent sale of the underlying shares. ( 8 )Reflects average price of multiple sales on March 1 2016 ranging from $21.15-$21.72. Mr. Mergenthaler undertakes to provide upon request by the Commission Staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price. ( 9 )Open market sale. ( 10 )Reflects average price of multiple sales on March 1, 2016 ranging from $21.37-$21.72. Mr. Mergenthaler undertakes to provide upon request by the Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* 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).

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