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: WALTER JOHN R (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-01-01	Deferred Stock	$	A	1980	Acquired		Common Stock (1980)	Direct
2015-01-01	Deferred Stock	$	A	37	Acquired		Common Stock (37)	Direct
2015-01-01	Deferred Stock	$	A	19	Acquired		Common Stock (19)	Direct
2015-01-01	Deferred Stock	$	A	25	Acquired		Common Stock (25)	Direct
2015-01-01	Deferred Stock	$	A	41	Acquired		Common Stock (41)	Direct
2015-01-01	Deferred Stock	$	A	33	Acquired		Common Stock (33)	Direct
2015-01-01	Deferred Stock	$	A	14	Acquired		Common Stock (14)	Direct
2015-01-01	Deferred Stock	$	A	17	Acquired		Common Stock (17)	Direct
2015-01-01	Deferred Stock	$	A	1126	Acquired		Common Stock (1126)	Direct

Footnotes

F1: The shares of deferred stock vest in quarterly installments on the last day of each calendar quarter during 2015 and will 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 provided in the Terms and Conditions(as defined below).

F2: Annual grant of deferred 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").

F3: Represents the Market Price (as defined in the Plan) on the last trading day of 2014.

F4: 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 basis on the earlier of January 1, 2019 or within 30 days after the reporting person's termination of service as a director, except as otherwise provided in the Terms and Conditions.

F5: Receipt of deferred stock under the Plan and the Terms and Conditions in lieu of dividends.

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 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 provided in the Terms and Conditions.

F8: 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 basis on the earlier of January 1, 2016 or within 30 days after the reporting person's termination of service as a director, except as otherwise provided in the Terms and Conditions.

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 basis 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 basis on the earlier of January 1, 2016 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 servce as a director, except as otherwise provided in the Terms and Conditions.

F12: 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 basis 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.

F13: 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 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 provided in the Terms and Conditions.

F14: 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.