ManpowerGroup Inc. — Director's Dealing 2017

Jan 4, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ManpowerGroup Inc. (MAN)
CIK: 0000871763
Period of Report: 2017-01-01

Reporting Person: WALTER JOHN R (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-01-01	Common Stock	M	1352	—	Acquired	7427	Direct
2017-01-01	Common Stock	M	1172	—	Acquired	8599	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-01-01	Deferred Stock	$	A	1238	Acquired		Common Stock (1238.0)	Direct
2017-01-01	Deferred Stock	$	A	1632	Acquired		Common Stock (1632.0)	Direct
2017-01-01	Deferred Stock	$	A	26	Acquired		Common Stock (26.0)	Direct
2017-01-01	Deferred Stock	$	A	30	Acquired		Common Stock (30.0)	Direct
2017-01-01	Deferred Stock	$	M	1172	Disposed	2017-01-01	Common Stock (1172.0)	Direct
2017-01-01	Deferred Stock	$	M	1352	Disposed	2017-01-01	Common Stock (1352.0)	Direct
2017-01-01	Deferred Stock	$	A	34	Acquired		Common Stock (34.0)	Direct
2017-01-01	Deferred Stock	$	A	26	Acquired		Common Stock (26.0)	Direct
2017-01-01	Deferred Stock	$	A	45	Acquired		Common Stock (45.0)	Direct
2017-01-01	Deferred Stock	$	A	65	Acquired		Common Stock (65.0)	Direct
2017-01-01	Deferred Stock	$	A	37	Acquired		Common Stock (37.0)	Direct
2017-01-01	Deferred Stock	$	A	23	Acquired		Common Stock (23.0)	Direct
2017-01-01	Deferred Stock	$	A	74	Acquired		Common Stock (74.0)	Direct

Footnotes

F1: Settlement of shares of deferred stock in shares of ManpowerGroup common stock on a 1 for 1 basis.

F2: The shares of deferred stock are fully vested on the date of grant and will be settled in shares of ManpowerGroup common stock on a 1 for 1 basis on the earlier of January 1, 2020 or within 30 days after the reporting person's termination of service as a director, except as otherwise provided in the Terms and Conditions.

F3: Receipt of deferred stock under the Plan and the Terms and Conditions in lieu of 100% of the Retainer (as defined in the Terms and Conditions) for 2016.

F4: Represents the Average Trading Price (as defined in the Terms and Conditions).

F5: The shares of deferred stock vest in quarterly installments on the last day of each calendar quarter during 2017 and will be settled in shares of ManpowerGroup common stock on a 1 for 1 basis on the earlier of January 1, 2020 or within 30 days after the reporting person's termination of service as a director, except as otherwise provided in the Terms and Conditions (as defined below).

F6: Annual grant of deferred stock under the 2011 Equity Incentive Plan of the Company (the "Plan") and the Terms and Conditions Regarding the Grant of Awards to Non-Employee Directors under the Plan (the "Terms and Conditions").

F7: Represents the Market Price (as defined in the Plan) on the last trading day of 2016.

F8: The shares of deferred stock are fully vested on the date of grant and will be settled in shares of ManpowerGroup common stock on a 1 for 1 basis on the earlier of January 1, 2017 or within 30 days after the reporting person's termination of service as a director, except as otherwise provided in the Terms and Conditions.

F9: Receipt of deferred stock under the Plan and the Terms and Conditions in lieu of dividends.

F10: The shares of deferred stock are fully vested on the date of grant and will be settled in shares of ManpowerGroup common stock on a 1 for 1 basis on the earlier of January 1, 2018 or within 30 days after the reporting person's termination of service as a director, except as otherwise provided in the Terms and Conditions.

F11: The shares of deferred stock are fully vested on the date of grant and will be settled in shares of ManpowerGroup common stock on a 1 for 1 basis on the earlier of January 1, 2019 or within 30 days after the reporting person's termination of service as a director, except as otherwise provided in the Terms and Conditions.