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ManpowerGroup Inc. Director's Dealing 2015

Jan 5, 2015

31788_dirs_2015-01-05_b029722f-29e6-40e4-9c7b-0b25b4c6a7a5.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: DOWNE WILLIAM (Director)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2015-01-01 Common Stock A 1980 $68.17 Acquired 13261 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2015-01-01 Deferred Stock $ A 1126 Acquired Common Stock (1126) Direct
2015-01-01 Deferred Stock $ A 14 Acquired Common Stock (14) Direct
2015-01-01 Deferred Stock $ A 14 Acquired Common Stock (14) Direct
2015-01-01 Deferred Stock $ A 39 Acquired Common Stock (39) Direct
2015-01-01 Deferred Stock $ A 33 Acquired Common Stock (33) Direct
2015-01-01 Deferred Stock $ A 24 Acquired Common Stock (24) Direct
2015-01-01 Deferred Stock $ A 15 Acquired Common Stock (15) 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 definedin 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: These shares of deferred stock vest in quarterly installments on the last day of each calendar quarter during 2015 and wil be settled in shares of ManpowerGroup common stock on a 1 for 1 basis on the earlier of January 1, 2018 or within 30 days after the reporting person's termination of service as a director, except as otherwise proveded in the Terms and conditions (as defined below).

F5: Receipt of deferred stock under the Plan and the Terms and Conditions in lieu of 100% of the Retainer (as defined in the Terms and Conditions) for 2015.

F6: Represents the Average Trading Price (as defined in the Terms and Conditions).

F7: The shares of deferred stock are fully vested on the date of grant and will be settled in shares of ManpowerGroup common stock on a 1 for 1 bases on the earlier of May 3, 2019 or within 30 days after the reporting person's termination of service as s director, except as otherwise provided in the Terms and Conditions.

F8: Receipt of deferred stock under the Plan and the Terms and Conditions in lieu of dividends.

F9: The shares of deferred stock are fully vested on the date of grant and will be settled in shares of ManpowerGroup common stock on a 1 for 1 bases on the earlier of January 1, 2020 or within 30 days after the reporting person's termination of service as a director, except as otherwise provided in the Terms and Conditions.

F10: The shares of deferred stock are fully vested on the date of grant and will be settled in shares of ManpowerGroup common stock on a 1 for 1 bases on the earlier of January 1, 2021 or within 30 days after the reporting person's termination of service as a director, except as otherwise provided in the Terms and Conditions.

F11: The shares of deferred stock are fully vested on the date of grant and will be settled in shares of ManpowerGroup common stock on a 1 for 1 bases on the earlier of January 1, 2017 or within 30 days after the reporting person's termination of service as a director, except as otherwise provided in the Terms and Conditions.