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ManpowerGroup Inc. Director's Dealing 2015

Jan 2, 2015

31788_dirs_2015-01-02_e6c1cca7-122f-4140-a76d-cebc57479176.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: GREEN DARRYL (COO & President)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2014-12-31 Common Stock A 15883 $0.00 Acquired 25245 Direct
2014-12-31 Common Stock F 7843 $69.57 Disposed 17402 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 75 Acquired Common Stock (75) Direct
2014-12-31 Restricted Stock Units $ A 68 Acquired Common Stock (68) Direct
2014-12-31 Restricted Stock Units $ A 47 Acquired Common Stock (47) Direct

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: 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.

F5: Receipt of restricted stock units in lieu of dividends paid in 2014 at an average price of $75.49.

F6: 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.

F7: 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.

F8: 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.