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ManpowerGroup Inc. Director's Dealing 2016

Jan 5, 2016

31788_dirs_2016-01-05_a907c13a-45f8-402c-bde1-5f2ed2968729.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: 2015-12-31

Reporting Person: SWAN MARA E (EVP)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2015-12-31 Common Stock A 7327 Acquired 21180 Direct
2015-12-31 Common Stock F 3656 $85.05 Disposed 17524 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2015-12-31 Restricted Stock Units $ A 298 Acquired Common Stock (298.0) Direct
2015-12-31 Restricted Stock Units $ A 81 Acquired Common Stock (81.0) Direct
2015-12-31 Restricted Stock Units $ A 60 Acquired Common Stock (60.0) Direct
2015-12-31 Restricted Stock Units $ A 125 Acquired Common Stock (125.0) Direct
2015-12-31 Restricted Stock Units $ A 58 Acquired Common Stock (58.0) 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, 2015 in settlement of performance share units.

F3: Represents the opening stock price on the New York Stock Exchange on December 31, 2015.

F4: The restricted stock units will vest 100% on February 16, 2016 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 2015 at an average price of $85.43.

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 February 11, 2018 and will be settled in shares of ManpowerGroup common stock on a 1 for 1 basis upon vesting.

F9: The restricted stock units will vest 100% on February 10, 2018 and will be settled in shares of ManpowerGroup common stock on a 1 for 1 basis upon vesting.