Statement of Changes in Beneficial Ownership (4)

FORM 4 [ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * SCAMINACE JOSEPH	2. Issuer Name and Ticker or Trading Symbol OM GROUP INC [ OMG ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __ X __ Director                      _____ 10% Owner __ X __ Officer (give title below)      _____ Other (specify below) Chairman and CEO
(Last)          (First)          (Middle) FLATS EAST BANK BUILDING,, 950 MAIN AVENUE, SUITE 1300	3. Date of Earliest Transaction (MM/DD/YYYY) 10/28/2015
(Street) CLEVELAND, OH 44113 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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		62500	D	$34.00   (1)	208996   (2)	D
Common Stock	10/28/2015		D		52900	D	$34.00   (1)	156096   (2)	D
Common Stock	10/28/2015		D		30400	D	$34.00   (3)	125696   (2)	D
Common Stock	10/28/2015		D		82	D	$34.00   (4)	125614	D
Common Stock	10/28/2015		D		125614	D	$34.00   (5)	0	D

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 of Derivative Security: 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)	$51.155	10/28/2015		D			45250	(6)	2/7/2017	Common Stock	45250	$0.00   (10)	0	D
Employee Stock Options (right to buy)	$58.565	10/28/2015		D			33550	(6)	3/10/2018	Common Stock	33550	$0.00   (10)	0	D
Employee Stock Options (right to buy)	$20.12	10/28/2015		D			7703	(6)	2/3/2019	Common Stock	7703	$13.88   (10)	0	D
Employee Stock Options (right to buy)	$20.12	10/28/2015		D			46500	(6)	2/3/2019	Common Stock	46500	$13.88   (10)	0	D
Employee Stock Options (right to buy)	$30.66	10/28/2015		D			56500	(6)	2/9/2020	Common Stock	56500	$3.34   (10)	0	D
Employee Stock Options (right to buy)	$36.51	10/28/2015		D			5289	(6)	2/8/2021	Common Stock	5289	$0.00   (10)	0	D
Employee Stock Options (right to buy)	$36.51	10/28/2015		D			50000	(6)	2/8/2021	Common Stock	50000	$0.00   (10)	0	D
Employee Stock Options (right to buy)	$30.21	10/28/2015		D			4419	(6)	2/14/2022	Common Stock	4419	$3.79   (10)	0	D
Employee Stock Options (right to buy)	$30.21	10/28/2015		D			55000	(6)	2/14/2022	Common Stock	55000	$3.79   (10)	0	D
Employee Stock Options (right to buy)	$27.32	10/28/2015		D			72800	(7)	2/12/2023	Common Stock	72800	$6.68   (10)	0	D
Employee Stock Options (right to buy)	$32.24	10/28/2015		D			65200	(8)	2/11/2024	Common Stock	65200	$1.76   (10)	0	D
Employee Stock Options (right to buy)	$29.04	10/28/2015		D			95500	(9)	2/10/2025	Common Stock	95500	$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 82 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.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
SCAMINACE JOSEPH FLATS EAST BANK BUILDING, 950 MAIN AVENUE, SUITE 1300 CLEVELAND, OH 44113	X		Chairman and CEO

Signatures
/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).
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