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 *
Johnson Michael V.
   2. Issuer Name and Ticker or Trading Symbol
OM GROUP INC [OMG] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Vice President - HR
(Last)
(First)
(Middle)
FLATS EAST BANK BUILDING,, 950 MAIN AVENUE, SUITE 1300		 3. Date of Earliest Transaction (Month/Day/Year)
10/28/2015
(Street)

CLEVELAND, OH 44113		 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 10/28/2015   D   10,500 D $ 34 (1) 19,889 (2) D  
Common Stock 10/28/2015   D   8,800 D $ 34 (1) 11,089 (2) D  
Common Stock 10/28/2015   D   5,400 D $ 34 (3) 5,689 (2) D  
Common Stock 10/28/2015   D   14 D $ 34 (4) 5,675 D  
Common Stock 10/28/2015   D   5,675 D $ 34 (5) 0 D  

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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
Employee Stock Options (right to buy) $ 33.17 10/28/2015   D     5,000   (6) 11/01/2020 Common Stock 5,000 $ 0.83 (10) 0 D  
Employee Stock Options (right to buy) $ 36.51 10/28/2015   D     10,700   (6) 02/08/2021 Common Stock 10,700 $ 0 (10) 0 D  
Employee Stock Options (right to buy) $ 30.21 10/28/2015   D     10,200   (6) 02/14/2022 Common Stock 10,200 $ 3.79 (10) 0 D  
Employee Stock Options (right to buy) $ 27.32 10/28/2015   D     12,500   (7) 02/12/2023 Common Stock 12,500 $ 6.68 (10) 0 D  
Employee Stock Options (right to buy) $ 32.24 10/28/2015   D     12,500   (8) 02/11/2024 Common Stock 12,500 $ 1.76 (10) 0 D  
Employee Stock Options (right to buy) $ 29.04 10/28/2015   D     17,100   (9) 02/10/2025 Common Stock 17,100 $ 4.96 (10) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Johnson Michael V.
FLATS EAST BANK BUILDING,
950 MAIN AVENUE, SUITE 1300
CLEVELAND, OH 44113		       Vice President - HR  

Signatures

 /s/ Valerie Gentile Sachs, as Attorney-In-Fact   10/30/2015
**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) Half of these performance units were disposed of pursuant to a merger agreement, dated May 31, 2015, by and among Duke Acquisition Holdings, LLC, Duke Acquisition, Inc., MacDermid Americas Acquisitions, Inc., and the Issuer (the "Merger Agreement") in exchange for the right to receive $34.00 in cash per performance unit, representing payout for the applicable performance share award at target performance level, plus any earned cash dividend equivalents, with the remaining performance units forfeited back to the Issuer for no consideration.
(2) Includes 14 dividend equivalents acquired on outstanding performance units awards through an exempt dividend equivalent feature.
(3) Performance units disposed of pursuant to the Merger Agreement in exchange for the right to receive $34.00 in cash per performance unit, representing payout for the applicable performance share award at target performance level.
(4) Dividend equivalents on outstanding performance units awards disposed of pursuant to the Merger Agreement in exchange for the right to receive $34.00 in cash per dividend equivalent.
(5) Disposed of pursuant to the Merger Agreement in exchange for the right to receive $34.00 in cash per share.
(6) These options were fully vested.
(7) These options vested or were to vest in three equal installments on February 12, 2014, 2015, and 2016.
(8) These options vested or were to vest in three equal installments on February 11, 2015, 2016, and 2017.
(9) These options were to vest in three equal installments on February 10, 2016, 2017 and 2018.
(10) Disposed of pursuant to the Merger Agreement in exchange for a cash payment approximately equal to the difference (if positive) between $34.00 and the exercise price of the stock option multiplied by the number of outstanding shares (both vested and unvested) subject to the stock option.

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