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ManpowerGroup Inc. Director's Dealing 2017

Feb 13, 2017

31788_dirs_2017-02-13_2bf3c248-34ff-45aa-9507-c213172d75b0.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: 2017-02-09

Reporting Person: PRISING JONAS (Director, Chairman & CEO)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2017-02-09 Common Stock A 79012 Acquired 79012 Direct
2017-02-09 Common Stock F 38993 $97.14 Disposed 40019 Direct
2017-02-09 Common Stock G 40019 Disposed 0 Direct
2017-02-13 Common Stock M 5544 Acquired 5544 Direct
2017-02-13 Common Stock F 2733 $97.12 Disposed 2811 Direct
2017-02-13 Common Stock G 2811 Disposed 0 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2017-02-09 Stock Option (Right to Buy) $96.94 A 66068 Acquired 2027-02-09 Common Stock (66068.0) Direct
2017-02-09 Restricted Stock Units $0.0 A 17434 Acquired Common Stock (17434.0) Direct
2017-02-13 Restricted Stock Units $0.0 M 5544 Disposed 2017-02-13 Common Stock (5544.0) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 104279 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 the Issuer to satisfy tax withholding obligations on shares acquired on February 9, 2017 in settlement of performance share units.

F3: Represents the opening stock price on the New York Stock Exchange on February 9, 2017.

F4: Gift of shares to revocable trust.

F5: The restricted stock units were settled in shares of ManpowerGroup stock on a 1 for 1 basis upon vesting.

F6: Stock withheld by the Issuer to satisfy tax withholding obligations on shares acquired on February 13, 2017 in settlement of restricted stock units.

F7: Represents the opening stock price on the New York Stock Exchange on February 13, 2017.

F8: Stock Option grant under the 2011 Equity Incentive Plan of the Company.

F9: Represents the closing stock price on the New York Stock Exchange on February 9, 2017, the date of the grant.

F10: 25% of the options will become exercisable each on 2/9/2018, 2/9/2019, 2/9/2020, and 2/9/2021.

F11: Award of restricted stock units under the 2011 Equity Incentive Plan of the Company. The restricted stock units will vest 100% on February 9, 2020 and will be settled in shares of ManpowerGroup common stock on a 1 for 1 basis.