ManpowerGroup Inc. — Director's Dealing 2015

Jan 5, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ManpowerGroup Inc. (MAN)
CIK: 0000871763
Period of Report: 2015-01-01

Reporting Person: PAYNE ULICE JR (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-01-01	Common Stock	A	1980	$68.17	Acquired	13763	Direct
2015-01-01	Common Stock	M	3080	—	Acquired	16843	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-01-01	Deferred Stock	$	A	39	Acquired		Common Stock (39)	Direct
2015-01-01	Deferred Stock	$	M	3080	Disposed	2015-01-01	Common Stock (3080)	Direct

Footnotes

F1: Annual grant of restricted stock under the 2011 Equity Incentive Plan of the Company(the "Plan")and the Terms and Conditions Regarding the Grant of Awards to Non-Employee Directors under the Plan (the "Terms and Conditions").

F2: Represents the Market Price (as defined in the Plan) on the last trading day of 2014.

F3: The shares of restricted stock will vest in quarterly installments on the last day of each calendar quarter during 2015.

F4: Settlement of shares of deferred stock in shares of ManpowerGroup common stock on a 1 for 1 basis.

F5: The shares of deferred stock are fully vested and will be settled in shares of ManpowerGroup common stock on a 1 for 1 basis on the earlier of January 1, 2015 or within 30 days after the reporting person's termination of service as a director, except as otherwise provided in the Terms and Conditions.

F6: Receipt of deferred stock under the Plan and the Terms and Conditions in lieu of dividends.

F7: Represents the Average Trading Price (as defined in the Terms and Conditions).