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ManpowerGroup Inc. Director's Dealing 2016

Jan 5, 2016

31788_dirs_2016-01-05_32e3ab2a-143b-4951-99b9-fa57cdb50eb9.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: PRISING JONAS (Director, Chairman & CEO)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2015-12-31 Common Stock A 9991 Acquired 9991 Direct
2015-12-31 Common Stock F 4985 $85.05 Disposed 5006 Direct
2015-12-31 Common Stock G 5006 Disposed 0 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 110 Acquired Common Stock (110.0) Direct
2015-12-31 Restricted Stock Units $ A 549 Acquired Common Stock (549.0) Direct
2015-12-31 Restricted Stock Units $ A 100 Acquired Common Stock (100.0) Direct
2015-12-31 Restrcited Stock Units $ A 166 Acquired Common Stock (166.0) Direct
2015-12-31 Restricted Stock Units $ A 274 Acquired Common Stock (274.0) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 63760 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, 2015 in settlement of performance share units.

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

F4: Gift of shares to revocable trust

F5: 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.

F6: Receipt of restricted stock units in lieu of dividends paid in 2015 at an average price of $85.43.

F7: 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.

F8: The restricted stock units will vest 100% on February 13, 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 11, 2017 and will be settled in shares of ManpowerGroup common stock on a 1 for 1 basis upon vesting.

F10: The restricted stock units will vest 100% on May 1, 2017 and will be settled in shares of ManpowerGroup common stock on a 1 for 1 basis upon vesting.

F11: 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.