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: 2017-02-02

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-02	Common Stock	M	30000	$56.64	Acquired	30000	Direct
2017-02-02	Common Stock	M	22000	$53.01	Acquired	52000	Direct
2017-02-02	Common Stock	S	52000	$97.143	Disposed	0	Direct
2017-02-02	Common Stock	S	13000	$97.183	Disposed	64949	Indirect
2017-02-02	Common Stock	G	3500	—	Disposed	61449	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-02	Stock Option (Right to Buy)	$56.64	M	30000	Disposed	2018-02-20	Common Stock (30000.0)	Direct
2017-02-02	Stock Option (Right to Buy)	$53.01	M	22000	Disposed	2020-02-18	Common Stock (22000.0)	Direct

Footnotes

F1: This price is the weighted average price. The prices received actually ranged from $96.60 to $97.56. 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 $96.65 to $97.52. 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: 25% of the options became exercisable each on 2/20/2009, 2/20/2010, 2/20/2011, and 2/20/2012.

F4: 25% of the options became exercisable each on 2/18/2011, 2/18/2012, 2/18/2013, and 2/18/2014.