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*
Mergenthaler Frank

(Last) (First) (Middle)
909 THIRD AVE

(Street)
NEW YORK NY 10022

(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 & CFO
3. Date of Earliest Transaction (Month/Day/Year)
02/29/2016
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)
Code V Amount (A) or (D) Price
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
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options $8.655 03/01/2016 M 115,540 06/15/2010 06/15/2016 Common Stock 115,540 $8.655 0 D
Explanation of Responses:
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.
/s/Robert Dobson POA for Frank Mergenthaler 03/02/2016
** 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.
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