ManpowerGroup Inc. — Director's Dealing 2015

Jan 2, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ManpowerGroup Inc. (MAN)
CIK: 0000871763
Period of Report: 2014-12-31

Reporting Person: JOERRES JEFFREY A (Director, Executive Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-12-31	Common Stock	A	84115	$0.00	Acquired	102409	Direct
2014-12-31	Common Stock	F	39568	$69.57	Disposed	62841	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-12-31	Restricted Stock Units	$	A	420	Acquired		Common Stock (420)	Direct
2014-12-31	Restricted Stock Units	$	A	351	Acquired		Common Stock (351)	Direct
2014-12-31	Restricted Stock Units	$	A	273	Acquired		Common Stock (273)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	300	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: 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.