ManpowerGroup Inc. — Director's Dealing 2017

Feb 3, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ManpowerGroup Inc. (MAN)
CIK: 0000871763
Period of Report: 2017-02-03

Reporting Person: GREEN DARRYL (COO & President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-03	Common Stock	M	20000	$93.24	Acquired	20047	Direct
2017-02-03	Common Stock	M	18875	$67.12	Acquired	38922	Direct
2017-02-03	Common Stock	M	4203	$44.81	Acquired	43125	Direct
2017-02-03	Common Stock	M	18662	$52.55	Acquired	61787	Direct
2017-02-03	Common Stock	S	61740	$98.698	Disposed	47	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-03	Stock Option (Right to Buy)	$93.24	M	20000	Disposed	2017-05-28	Common Stock (20000.0)	Direct
2017-02-03	Stock Option (Right to Buy)	$67.12	M	18875	Disposed	2021-02-16	Common Stock (18875.0)	Direct
2017-02-03	Stock Option (Right to Buy)	$44.81	M	4203	Disposed	2022-02-15	Common Stock (4203.0)	Direct
2017-02-03	Stock Option (Right to Buy)	$52.55	M	18662	Disposed	2023-02-13	Common Stock (18662.0)	Direct

Footnotes

F1: This price is the weighted average price. The prices received actually ranged from $98.65 to $98.84. 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: 25% of the options became exercisable each on 5/28/2008, 5/28/2009, 5/28/2010, and 5/25/2011.

F3: 25% of the options became exercisable each on 2/16/2012, 2/16/2013, 2/16/2014, and 2/16/2015.

F4: 25% of the options became exercisable each on 2/15/2013, 2/15/2014, 2/15/2015, and 2/15/2016.

F5: 25% of the options became exercisable on each of 2/13/2014, 2/13/2015 and 2/13/2016. 25% of the options become exercisable on 2/13/2017.