SEC Form 4 · accession 0001209191-15-000185

ManpowerGroup Inc. · MAN

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Officer — EVP, CFO

Period of report

Dec 31, 2014

Accepted (ET)

Jan 2, 2015 · 4:01 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000871763

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1	Dec 31, 2014	A	30,041	$0.00	A	87,042	D
Common Stock^F3	Dec 31, 2014	F	14,132	$69.57	D	72,910	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Restricted Stock Units^F5,F4	—	Dec 31, 2014	A	150	A	—	—	Common Stock	150	11,702	D
Restricted Stock Units^F5,F6	—	Dec 31, 2014	A	125	A	—	—	Common Stock	125	9,770	D
Restricted Stock Units^F5,F7	—	Dec 31, 2014	A	89	A	—	—	Common Stock	89	6,920	D

F1Shares acquired in settlement of performance share units (which were not derivative securities received under the Company's 2011 equity incentive plans), exempt under Rule 16b-3.
F2Stock withheld by Issuer to satisfy tax withholding obligations on shares acquired on December 31, 2014 in settlement of performance share units.
F3Represents the opening stock price on the New York Stock Exchange on December 31, 2014.
F4The restricted stock units will vest 100% on February 15, 2015 and will be settled in shares of ManpowerGroup common stock on a 1 for 1 basis upon vesting.
F5Receipt of restricted stock units in lieu of dividends paid in 2014 at an average price of $75.49.
F6The restricted stock units will vest 100% on February 13, 2016 and will be settled in shares of ManpowerGroup common stock on a 1 for 1 basis upon vesting.
F7The restricted stock units will vest 100% on February 11, 2017 and will be settled in shares of ManpowerGroup common stock on a 1 for 1 basis upon vesting.