ManpowerGroup Inc. — Director's Dealing 2013

Feb 15, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ManpowerGroup Inc. (MAN)
CIK: 0000871763
Period of Report: 2013-02-13

Reporting Person: PRISING JONAS (President, ManpowerGroup)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-02-14	Common Stock	F	903	$52.25	Disposed	1597	Direct
2013-02-14	Common Stock	G	1597	$0.00	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-02-13	Stock Option (Right to Buy)	$52.55	A	24883	Acquired	2023-02-13	Common Stock (24883)	Direct
2013-02-13	Restricted Stock Units	$0.00	A	5709	Acquired		Common Stock (5709)	Direct
2013-02-13	Restricted Stock Units	$0.00	A	28545	Acquired		Common Stock (28545)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	32235	Indirect

Footnotes

F1: Stock withheld by Issuer to satisfy tax withholding obligations on restricted stock that vested on February 14, 2013.

F2: Represents the opening stock price on the New York Stock Exchange on February 14, 2013.

F3: Gift of shares to revocable trust.

F4: Stock Option Grant under the 2011 Equity Incentive Plan of the Company.

F5: Represents the closing price on the New York Stock Exchange on February 13, 2013, the date of grant.

F6: Options will become exercisable as to 25% of the shares covered by the option on each of the first four anniversaries on the date of grant.

F7: Award of restricted stock units under the 2011 Equity Incentive Plan of the Company. The restricted stock units will vest 100% on February 13, 2016 and will be settled in shares of ManpowerGroup common stock on a 1 for 1 basis upon vesting.

F8: Award of restricted stock units under the 2011 Equity Incentive Plan. The restricted stock units will vest 100% on February 13, 2018 and will be settled in shares of ManpowerGroup common stock on a 1 for 1 basis upon vesting.