ManpowerGroup Inc. — Director's Dealing 2016

Feb 17, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ManpowerGroup Inc. (MAN)
CIK: 0000871763
Period of Report: 2016-02-16

Reporting Person: SWAN MARA E (EVP)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-16	Common Stock	M	16191	—	Acquired	33715	Direct
2016-02-16	Common Stock	M	4380	—	Acquired	38095	Direct
2016-02-16	Common Stock	F	7333	$73.94	Disposed	30762	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-16	Restricted Stock Units	$	M	16191	Disposed	2016-02-16	Common Stock (16191.0)	Direct
2016-02-16	Restricted Stock Units	$	M	4380	Disposed	2016-02-16	Common Stock (4380.0)	Direct

Footnotes

F1: The restricted stock units were settled in shares of ManpowerGroup stock on a 1 for 1 basis upon vesting.

F2: Stock withheld by the Issuer to satisfy tax withholding obligations on shares acquired on February 16, 2016 in settlement of restricted stock units.

F3: Represents the opening stock price on the New York Stock Exchange on February 16, 2016.