ManpowerGroup Inc. — Director's Dealing 2015

Apr 27, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ManpowerGroup Inc. (MAN)
CIK: 0000871763
Period of Report: 2015-04-23

Reporting Person: LEENTJES HANS (EVP/Northern Europe)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-04-23	Common Stock	M	100	$67.12	Acquired	2802	Direct
2015-04-23	Common Stock	S	100	$84.01	Disposed	2702	Direct
2015-04-24	Common Stock	M	7848	$67.12	Acquired	10550	Direct
2015-04-24	Common Stock	M	11462	$44.81	Acquired	22012	Direct
2015-04-24	Common Stock	M	6635	$52.55	Acquired	28647	Direct
2015-04-24	Common Stock	S	25945	$84.2181	Disposed	2702	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-04-23	Stock Option ( Right to Buy)	$67.12	M	100	Disposed	2021-02-16	Common Stock (100)	Direct
2015-04-24	Stock Option ( Right to Buy)	$67.12	M	7848	Disposed	2021-02-16	Common Stock (7848)	Direct
2015-04-24	Stock Option ( Right to Buy)	$44.81	M	11462	Disposed	2022-02-15	Common Stock (11462)	Direct
2015-04-24	Stock Option ( Right to Buy)	$52.55	M	6635	Disposed	2023-02-13	Common Stock (6635)	Direct

Footnotes

F1: This price is the weighted average price. The prices received actually ranged from $84.00 to $84.88. 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: 25% of the options became exercisable on each of 2/16/2012, 2/16/2013, 2/16/2014, and 2/16/2015.

F3: 25% of the options became exercisable on each of 2/15/2013, 2/15/2014, and 2/15/2015 and 25% will become exercisable on 2/15/2016.

F4: 25% of the options became exercisable on each of 2/13/2014 and 2/13/2015 and 25% will become exercisable on each of 2/13/2016 and 2/13/2017.