Michael V. Johnson Form 4 OM / Michael V. Johnson ownership change

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

X

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^*

Johnson Michael V.

(Last) (First) (Middle)

FLATS EAST BANK BUILDING,

950 MAIN AVENUE, SUITE 1300

(Street)

CLEVELAND OH 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)
Vice President - HR

3. Date of Earliest Transaction (Month/Day/Year)
10/28/2015

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	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

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
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	$0.00(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

Explanation of Responses:

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.

Remarks:

	/s/ Valerie Gentile Sachs, as Attorney-In-Fact	10/30/2015
	** 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.