Sec Form 4 Filing - Bonzani Andrew @ INTERPUBLIC GROUP OF COMPANIES, INC. - 2017-02-28

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 Bonzani Andrew 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) SVP, GC & Sec (Last) (First) (Middle) 909 THIRD AVE 3. Date of Earliest Transaction (MM/DD/YY) 02/28/2017 (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 02/28/2017 A 23,150 ( 1 ) A $ 24.2975 91,541 ( 2 ) D Common stock 02/28/2017 A 59,495 ( 3 ) A $ 24.2975 151,036 ( 2 ) D Common stock 02/28/2017 F 34,816 ( 4 ) D $ 24.2975 116,220 ( 2 ) D Common stock 03/01/2017 S 38,831 ( 5 ) D $ 24.39 ( 6 ) 77,839 ( 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Bonzani Andrew 909 THIRD AVE NEW YORK, NY10022 SVP, GC & Sec Signatures /s/Robert Dobson POA for Andrew Bonzani 03/01/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Restricted shares that will vest on February 28, 2020. ( 2 )Includes restricted shares which are subject to forfeiture under certain circumstances. ( 3 )Performance based shares, awarded to Mr. Bonzani on February 28 2017 after achieving specific performance goals and vesting over the 2014-2017 period. ( 4 )This is not an open market sale; rather it represents a surrender of shares to the company to satisfy withholding tax obligations. ( 5 )Open market sale. ( 6 )Reflects average price of multiple sales on March 1 2017 ranging from $24.34-$24.45. Mr. Bonzani undertakes to provide upon request by the Commission staff, the issuer, or a security holder of the 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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