ManpowerGroup Inc. — Director's Dealing 2017

Jul 28, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ManpowerGroup Inc. (MAN)
CIK: 0000871763
Period of Report: 2017-07-26

Reporting Person: GREEN DARRYL (COO & President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-07-26	Common Stock	M	6221	$52.55	Acquired	36454	Direct
2017-07-26	Common Stock	M	11760	$76.13	Acquired	48214	Direct
2017-07-26	Common Stock	M	16159	$76.97	Acquired	64373	Direct
2017-07-26	Common Stock	M	8892	$75.07	Acquired	73265	Direct
2017-07-26	Common Stock	M	2968	$82.24	Acquired	76233	Direct
2017-07-26	Common Stock	S	45226	$105.42	Disposed	31007	Direct
2017-07-26	Common Stock	S	25261	$106.22	Disposed	5746	Direct
2017-07-26	Common Stock	S	5513	$107.41	Disposed	233	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-07-26	Stock Option (Right to Buy)	$52.55	M	6221	Disposed	2023-02-13	Common Stock (6221.0)	Direct
2017-07-26	Stock Option (Right to Buy)	$76.13	M	11760	Disposed	2024-02-11	Common Stock (11760.0)	Direct
2017-07-26	Stock Option (Right to Buy)	$76.97	M	16159	Disposed	2025-02-10	Common Stock (16159.0)	Direct
2017-07-26	Stock Option (Right to Buy)	$75.07	M	8892	Disposed	2026-02-16	Common Stock (8892.0)	Direct
2017-07-26	Stock Option (Right to Buy)	$82.24	M	2968	Disposed	2024-05-01	Common Stock (2968.0)	Direct
2017-07-26	Restricted Stock Units	$108.27	F	425	Disposed		Common Stock (425.0)	Direct
2017-07-26	Restricted Stock Units	$108.27	F	422	Disposed		Common Stock (422.0)	Direct
2017-07-26	Restricted Stock Units	$108.27	F	349	Disposed		Common Stock (349.0)	Direct

Footnotes

F1: This price is the weighted average price. The prices received actually ranged from $104.86 to $105.85. Upon request, the reporting person will provide to the SEC staff, the issuer, or any security holder of the issuer, full information regarding the number of shares sold at each separate price within this range.

F2: This price is the weighted average price. The prices received actually ranged from $105.87 to $106.83. Upon request, the reporting person will provide to the SEC staff, the issuer, or any security holder of the issuer, full information regarding the number of shares sold at each separate price within this range.

F3: This price is the weighted average price. The prices received actually ranged from $106.89 to $107.74. Upon request, the reporting person will provide to the SEC staff, the issuer, or any security holder of the issuer, full information regarding the number of shares sold at each separate price within this range.

F4: 25% of the options became exercisable on each of 2/13/2014, 2/13/2015, 2/13/2016, and 2/13/2017.

F5: 25% of the options became exercisable on each of 2/11/2015, 2/11/2016, 2/11/2017, and 25% will become exercisable on 2/11/2018.

F6: 25% of the options became exercisable on each of 2/10/2016 and 2/10/2017. 25% of the options will become exercisable on 2/10/2018 and 2/10/2019.

F7: 25% of the options became exercisable on 2/16/2017 and 25% will become exercisable each on 2/16/2018, 2/16/2019, and 2/16/2020.

F8: 25% of the options became exercisable on each of 5/1/2015, 5/1/2016, and 5/1/2017 and 25% will become exercisable on 5/1/2018.

F9: Represents the opening stock price on the New York Stock Exchange on July 26, 2017.

F10: Restricted stock units ("RSUs") withheld by the Issuer to satisfy both FICA tax withholding obligations upon meeting the retirement eligibility requirements on unvested RSUs, and related income tax withholding obligations on the RSUs so withheld.