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ManpowerGroup Inc. Director's Dealing 2015

Jan 2, 2015

31788_dirs_2015-01-02_add983d4-ac17-4a47-a121-1f10bface673.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: 2014-12-31

Reporting Person: PRISING JONAS (Director, CEO)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2014-12-31 Common Stock A 15883 $0.00 Acquired 15883 Direct
2014-12-31 Common Stock F 7843 $69.57 Disposed 8040 Direct
2014-12-31 Common Stock G 8040 $0.00 Disposed 0 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2014-12-31 Restricted Stock Units $ A 66 Acquired Common Stock (66) Direct
2014-12-31 Restricted Stock Units $ A 204 Acquired Common Stock (204) Direct
2014-12-31 Restricted Stock Units $ A 75 Acquired Common Stock (75) Direct
2014-12-31 Restricted Stock Units $ A 376 Acquired Common Stock (376) Direct
2014-12-31 Restricted Stock Units $ A 68 Acquired Common Stock (68) Direct
2014-12-31 Restrcited Stock Units $ A 114 Acquired Common Stock (114) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 49659 Indirect

Footnotes

F1: Shares acquired in settlement of performance share units (which were not derivative securities received under the Company's 2011 equity incentive plan), exempt under Rule 16b-3.

F2: Stock withheld by Issuer to satisfy tax withholding obligations on shares acquired on December 31, 2014 in settlement of performance share units.

F3: Represents the opening stock price on the New York Stock Exchange on December 31, 2014.

F4: Gift of shares to revocable trust

F5: The restricted stock units will vest 100% on February 15, 2015 and will be settled in shares of ManpowerGroup common stock on a 1 for 1 basis upon vesting.

F6: Receipt of restricted stock units in lieu of dividends paid in 2014 at an average price of $75.49.

F7: The restricted stock units will vest 100% on February 16, 2016 and will be settled in shares of ManpowerGroup common stock on a 1 for 1 basis upon vesting.

F8: The restricted stock units will vest 100% on February 13, 2016 and will be settled in shares of ManpowerGroup common stock on a 1 for 1 basis upon vesting.

F9: The restricted stock units will vest 100% on February 13, 2018 and will be settled in shares of ManpowerGroup common stock on a 1 for 1 basis upon vesting.

F10: The restricted stock units will vest 100% on February 11, 2017 and will be settled in shares of ManpowerGroup common stock on a 1 for 1 basis upon vesting.

F11: The restricted stock units will vest 100% on May 1, 2017 and will be settled in shares of ManpowerGroup common stock on a 1 for 1 basis upon vesting.