ManpowerGroup Inc. — Director's Dealing 2016

Dec 12, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ManpowerGroup Inc. (MAN)
CIK: 0000871763
Period of Report: 2016-12-12

Reporting Person: HOWARD JULIE (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-12-12	Deferred Stock	$	A	83	Acquired		Common Stock (83.0)	Direct

Footnotes

F1: These shares of deferred stock vest on December 31, 2016 and will be settled in shares of ManpowerGroup common stock on a 1 for 1 basis on the earlier of December 12, 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 (as defined below).

F2: Prorated annual grant of deferred stock under the 2011 Equity Incentive Plan of ManpowerGroup Inc. and the Terms and Conditions Regarding the Grant of Awards to Non-Employee Directors under the Plan (the "Terms and Conditions").

F3: Represents the closing stock price of ManpowerGroup Inc. on the New York Stock Exchange on December 9, 2016.