ManpowerGroup Inc. — Director's Dealing 2014

Jan 3, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ManpowerGroup Inc. (MAN)
CIK: 0000871763
Period of Report: 2013-12-31

Reporting Person: VAN HANDEL MICHAEL J (EVP, CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-12-31	Common Stock	A	28103	$0.00	Acquired	115220	Direct
2013-12-31	Common Stock	F	13960	$86.70	Disposed	101260	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-12-31	Restricted Stock Units	$	A	105	Acquired		Common Stock (105)	Direct
2013-12-31	Restricted Stock Units	$	A	155	Acquired		Common Stock (155)	Direct
2013-12-31	Restricted Stock Units	$	A	130	Acquired		Common Stock (130)	Direct

Footnotes

F1: Shares acquired in settlement of performance share units (which were not derivative securities received under the Company's 2003 and 2011 equity incentive plans), exempt under Rule 16b-3.

F2: Stock withheld by Issuer to satisfy tax withholding obligations on shares acquired on December 31, 2013 in settlement of performance share units.

F3: Represents the opening stock price on the New York Stock Exchange on December 31, 2013.

F4: The restricted stock units will vest 100% on February 16, 2014 and will be settled in shares of ManpowerGroup common stock on a 1 for 1 basis upon vesting.

F5: Receipt of restricted stock units in lieu of dividends paid in 2013 at an average price of $67.53.

F6: The restricted stock units will vest 100% on February 15, 2015 and will be settled in shares of ManpowerGroup common stock on a 1 for 1 basis upon vesting.

F7: 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.