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ManpowerGroup Inc. Director's Dealing 2014

May 1, 2014

31788_dirs_2014-05-01_9ac77398-e553-463e-ae96-34ac2da464db.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ManpowerGroup Inc. (MAN)
CIK: 0000871763
Period of Report: 2014-05-01

Reporting Person: GREEN DARRYL (COO & President)

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2014-05-01 Stock Option (Right to Buy) $82.24 A 11046 Disposed 2024-05-01 Common Stock (11046) Direct
2014-05-01 Restricted Stock Units $0.00 A 3648 Disposed Common Stock (3648) Direct

Footnotes

F1: Stock Option grant under the 2011 Equity Incentive Plan of the Company.

F2: Represents the closing price on the New York Stock Exchange on May 1, 2014, the date of the grant.

F3: Options will become exercisable as to 25% of the shares covered by the option on each of the first four anniversaries of the date of grant.

F4: Award of restricted stock units under the 2011 Equity Incentive Plan of the Company. The restricted stock units will vest 100% on May 1, 2017 and will be settled in shares of ManpowerGroup common stock on a 1 for 1 basis upon vesting.