ManpowerGroup Inc. — Director's Dealing 2015

Jul 30, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ManpowerGroup Inc. (MAN)
CIK: 0000871763
Period of Report: 2015-07-28

Reporting Person: JOERRES JEFFREY A (Director, Executive Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-07-28	Common Stock	M	146072	$56.64	Acquired	233040	Direct
2015-07-28	Common Stock	S	146072	$89.0922	Disposed	86968	Direct
2015-07-28	Common Stock	S	82178	$89.0855	Disposed	4790	Direct
2015-07-29	Common Stock	S	4790	$88.6737	Disposed	0	Direct
2015-07-29	Common Stock	M	33928	$56.64	Acquired	33928	Direct
2015-07-29	Common Stock	M	50000	$30.96	Acquired	83928	Direct
2015-07-29	Common Stock	M	91072	$53.01	Acquired	175000	Direct
2015-07-29	Common Stock	S	30496	$88.9668	Disposed	144504	Direct
2015-07-29	Common Stock	S	143396	$90.0369	Disposed	1108	Direct
2015-07-29	Common Stock	S	1108	$90.5274	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-07-28	Stock Option (Right to Buy)	$56.64	M	146072	Disposed	2018-02-20	Common Stock (146072.0)	Direct
2015-07-29	Stock Option (Right to Buy)	$56.64	M	33928	Disposed	2018-02-20	Common Stock (33928.0)	Direct
2015-07-29	Stock Option (Right to Buy)	$30.96	M	50000	Disposed	2019-02-17	Common Stock (50000.0)	Direct
2015-07-29	Stock Option (Right to Buy)	$53.01	M	91072	Disposed	2020-02-18	Common Stock (158000.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	300	Indirect

Footnotes

F1: This price is the weighted average price. The prices received actually ranged from $88.88 to $89.52. 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.

F2: This price is the weighted average price. The prices received actually ranged from $88.88 to $89.395. 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.

F3: This price is the weighted average price. The prices received actually ranged from $88.62 to $88.85. 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.

F4: This price is the weighted average price. The prices received actually ranged from $88.50 to $89.50. 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 $89.5079 to $90.50. 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.

F6: This price is the weighted average price. The prices received actually ranged from $90.52 to $90.54. 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.

F7: 25% of the options became exercisable each on 2/20/2009, 2/20/2010, 2/20/2011, and 2/20/2012

F8: 25% of the options became exercisable on each of 2/17/2010, 2/17/2011, 2/17/2012, and 2/17/2013

F9: 25% of the options became exercisable each on 2/18/2011, 2/18/2012, 2/18/2013, and 2/18/2014