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ManpowerGroup Inc. Director's Dealing 2015

Jan 2, 2015

31788_dirs_2015-01-02_d5c4446d-b631-4f44-b4b1-bb9e5db7fdc3.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: CHANDRASHEKAR SRIRAM (EVP)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2014-12-31 Common Stock A 2664 $0.00 Acquired 2664 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2014-12-31 Restricted Stock Units $ A 20 Acquired Common Stock (20) Direct
2014-12-31 Restricted Stock Units $ A 48 Acquired Common Stock (48) Direct
2014-12-31 Restricted Stock Units $ A 85 Acquired Common Stock (85) 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: 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.

F3: Receipt of restricted stock units in lieu of dividends paid in 2014 at an average price of $75.49.

F4: 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.

F5: The restricted stock units will vest 100% on February 11, 2018 and will be settled in shares of ManpowerGroup common stock on a 1 for 1 basis upon vesting