ManpowerGroup Inc. — Director's Dealing 2014

Feb 20, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ManpowerGroup Inc. (MAN)
CIK: 0000871763
Period of Report: 2014-02-18

Reporting Person: GREEN DARRYL (President, ManpowerGroup)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-18	Common Stock	M	5962	—	Acquired	40994	Direct
2014-02-18	Common Stock	F	1632	$77.00	Disposed	39362	Direct
2014-02-18	Common Stock	S	5186	$77.7703	Disposed	34176	Direct
2014-02-18	Common Stock	S	24814	$77.6948	Disposed	9362	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-18	Restricted Stock Units	$	M	5962	Disposed	2014-02-18	Common Stock (5962)	Direct

Footnotes

F1: The restricted stock units were settled in shares of Manpower common stock on a 1 for 1 basis upon vesting.

F2: Stock withheld by Issuer to satisfy tax withholding obligations on shares acquired on February 18, 2014 in settlement of restricted stock units.

F3: Represents the opening price on the New York Stock Exchange on February 18, 2014.

F4: This price is the weighted average price. The prices received actually ranged from $77.74 to $77.82. Upon request, the reporting person will provide to the SEC staff, the issuer, or any security holder of the issuer, full information regarding the number of shares sold at each separate price within this range.

F5: This price is the weighted average price. The prices received actually ranged from $77.50 to $77.92. Upon request, the reporting person will provide to the SEC staff, the issuer, or any security holder of the issuer, full information regarding the number of shares sold at each separate price within this range.