SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Hix Christopher M

(Last)

(First)

(Middle)

FLATS EAST BANK BUILDING

950 MAIN AVENUE, SUITE 1300

(Street)

CLEVELAND

44113

(City)

(State)

(Zip)

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)
	VP and Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/07/2014

4. If Amendment, Date of 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

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	02/14/2015	⁽¹⁾	F		1,544⁽²⁾	D	$29.78	81,933	D
Common Stock	02/14/2015	⁽¹⁾	X		45	A	⁽³⁾	81,978	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 (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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Dividend Equivalent Rights	⁽⁴⁾	03/07/2014	⁽¹⁾	A		10		⁽⁴⁾	⁽⁴⁾	Common Stock	10	$0.00	10	D
Dividend Equivalent Rights	⁽⁴⁾	06/06/2014	⁽¹⁾	A		11		⁽⁴⁾	⁽⁴⁾	Common Stock	11	$0.00	21	D
Dividend Equivalent Rights	⁽⁴⁾	09/05/2014	⁽¹⁾	A		12		⁽⁴⁾	⁽⁴⁾	Common Stock	12	$0.00	33	D
Dividend Equivalent Rights	⁽⁴⁾	12/05/2014	⁽¹⁾	A		12		⁽⁴⁾	⁽⁴⁾	Common Stock	12	$0.00	45	D
Dividend Equivalent Rights	⁽³⁾	02/14/2015	⁽¹⁾	X			45	⁽¹⁾	⁽¹⁾	Common Stock	45	⁽³⁾	0	D

Explanation of Responses:

1. This field is not applicable.

2. This reflects the surrender of shares to OM Group, Inc. to pay taxes applicable to the vesting of restricted stock units in accordance with the applicable long-term incentive plan previously approved by the stockholders of OM Group, Inc. and the related agreement previously approved by the Compensation Committee of the Board of Directors of OM Group, Inc.

3. Settlement of dividend equivalent rights in connection with the vesting of restricted stock units. The rights accrued when and as dividends were paid on OM Group, Inc. Common Stock and vested with the restricted stock units to which they are related. Each dividend equivalent right is the economic equivalent of one share of OM Group Common Stock.

4. The dividend equivalent rights accrued on restricted stock units and vest proportionately with the restricted stock units to which they relate. Each dividend equivalent right is the economic equivalent of one share of OM Group, Inc. Common Stock.

Remarks:

	/s/ Christopher M. Hix, by Michele Connell as attorney-in-fact	02/18/2015
	** Signature of Reporting Person	Date
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.