Edgar Filing: INTERPUBLIC GROUP OF COMPANIES, INC.

Ownership Submission

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 ^*

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 (Month/Day/Year)
02/29/2016

(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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
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

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Options

$ 8.655

03/01/2016

115,540

06/15/2010

06/15/2016

Common Stock

115,540

$ 8.655

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Mergenthaler Frank 909 THIRD AVE NEW YORK, NY 10022			EVP & CFO

Signatures

/s/Robert Dobson POA for Frank Mergenthaler		03/02/2016
^**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)	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.

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