4//SEC Filing
KRAKOWSKY PHILIPPE 4
Accession 0001193125-25-300845
CIK 0000051644other
Filed
Nov 25, 7:00 PM ET
Accepted
Nov 26, 5:33 PM ET
Size
10.9 KB
Accession
0001193125-25-300845
Insider Transaction Report
Form 4
KRAKOWSKY PHILIPPE
EVP, Strategy & Corp. Relation
Transactions
- Award
Common Stock
2025-11-26+601,008→ 1,253,756 total - Disposition to Issuer
Common Stock
2025-11-26−1,253,756→ 0 total - Disposition to Issuer
Stock Options
2025-11-26−250,000→ 0 totalExercise: $23.33→ Common Stock (250,000 underlying)
Footnotes (5)
- [F1]Disposition pursuant to the merger (the "Merger") of EXT Subsidiary Inc. ("Merger Sub") with and into the Issuer, with the Issuer surviving as a wholly owned subsidiary of Omnicom Group Inc. ("Omnicom"), pursuant to the Agreement and Plan of Merger, dated as of December 8, 2024, by and among the Issuer, Omnicom and Merger Sub (the "Merger Agreement").
- [F2]Represents performance-based share awards previously granted to the Reporting Person subject to performance-based vesting conditions (the "PSUs"). Pursuant to the Merger Agreement and an agreement between Omnicom and the Reporting Person, each outstanding PSU vested based on the target level performance and will be settled in cash (based on the fair market value of the underlying Issuer Common Stock (as defined below) in accordance with the terms of the Merger Agreement) in connection with the closing of the Merger.
- [F3]Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each share of common stock, par value $0.10, of the Issuer (the "Issuer Common Stock"), was converted into the right to receive 0.344 shares (the "Exchange Ratio") of common stock, par value $0.15, of Omnicom (the "Omnicom Common Stock"), plus cash in lieu of fractional share.
- [F4]Pursuant to the Merger Agreement, each restricted stock unit ("RSU") that was outstanding prior to the Effective Time was converted into a cash award equal to the fair market value of the underlying Issuer Common Stock in accordance with the terms of the Merger Agreement. Pursuant to an agreement between Omnicom and the Reporting Person, each RSU became fully vested as of the closing of the Merger and will be generally subject to the same settlement conditions.
- [F5]Pursuant to the Merger Agreement, each option to purchase Issuer Common Stock that was outstanding prior to the Effective Time was assumed by Omnicom and converted into a vested option to purchase Omnicom Common Stock, subject to the same terms and conditions, with the number of shares of Omnicom Common Stock (rounded down to the nearest whole share) equal to the product of (A) the number of shares of Issuer Common Stock multiplied by (B) the Exchange Ratio, at an exercise price per share of Omnicom Common Stock (rounded up to the nearest whole cent) equal to the quotient obtained by dividing (x) the exercise price per share of Issuer Common Stock by (y) the Exchange Ratio.
Documents
Issuer
INTERPUBLIC GROUP OF COMPANIES, INC.
CIK 0000051644
Entity typeother
Related Parties
1- filerCIK 0001214656
Filing Metadata
- Form type
- 4
- Filed
- Nov 25, 7:00 PM ET
- Accepted
- Nov 26, 5:33 PM ET
- Size
- 10.9 KB