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

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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^*

KRAKOWSKY PHILIPPE

(Last)

(First)

(Middle)

C/O IPG

1114 AVE OF THE AMERICAS

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

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, Chief Strat & Talent Ofcr

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2014

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	03/02/2015		M		32,935⁽¹⁾	A	$12.145	233,506⁽²⁾	D
Common Stock	03/02/2015		M		3,065⁽³⁾	A	$8.655	236,571⁽²⁾	D
Common Stock	03/02/2015		S		36,000⁽¹⁾⁽³⁾	D	$22.474⁽⁴⁾	200,571⁽²⁾	D
Common Stock	03/03/2015		M		54,705⁽³⁾	A	$8.655	255,276⁽²⁾	D
Common Stock	03/03/2015		S		54,705⁽³⁾	D	$22.4⁽⁵⁾	200,571⁽²⁾	D
Common Stock	03/03/2015		S		29,568⁽⁶⁾	D	$22.4⁽⁵⁾	171,003⁽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 (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)
Options	$12.145	03/02/2015		M			32,935	08/03/2009	08/03/2015	Common Stock	32,935	$12.145	0	D
Options	$8.655	03/03/2015		M			57,770	06/15/2010	06/15/2016	Common Stock	57,770	$8.655	0	D

Explanation of Responses:

1. Involves the exercise of 32,395 options which were set to expire on August 3, 2015 and subsequent sale of the underlying shares.

2. Includes restricted stock which is subject to forfeiture under certain circumstances.

3. Involves the exercise of 57,770 options which were set to expire on June 15, 2016 and subsequent sale of underlying shares. The options were exercised in 2 increments consisting of 3,065 on 3/2/2015 and 54705 on 3/3/2015.

4. Reflects average price of multiple sales on March 2, 2015 ranging from $22.42-$22.56. Mr. Krakowsky 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.

5. Reflects average price of mulitple sales on March 3, 2015 ranging from $22.22-$22.51. Mr. Krakowsky undetakes to provide upon equest 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.

6. Open market sale.

	/s/Robert Dobson POA for Philippe Krakowsky	03/04/2015
	** 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).
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