Sec Form 4 Filing - JOERRES JEFFREY A @ ManpowerGroup Inc. - 2013-07-22

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
JOERRES JEFFREY A
2. Issuer Name and Ticker or Trading Symbol
ManpowerGroup Inc. [ MAN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chrm, Chf Ex Off
(Last) (First) (Middle)
MANPOWERGROUP INC., 100 MANPOWER PLACE
3. Date of Earliest Transaction (MM/DD/YY)
07/22/2013
(Street)
MILWAUKEE, WI53212
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 07/22/2013 M 50,000 A $ 44.08 361,761 D
Common Stock 07/22/2013 M 150,000 A $ 44.37 511,761 D
Common Stock 07/22/2013 M 100,000 A $ 30.96 611,761 D
Common Stock 07/22/2013 S 146,060 D $ 64.1382 ( 1 ) 465,701 D
Common Stock 07/22/2013 S 111,159 D $ 65.0051 ( 2 ) 354,542 D
Common Stock 07/22/2013 S 42,781 D $ 65.7013 ( 3 ) 311,761 D
Common Stock 300 I by trust in wife's name
Table II - Derivative Securities Acquired , Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $ 44.08 07/22/2013 M 50,000 ( 4 ) 02/18/2014 Common Stock 50,000 $ 0 0 D
Stock Option (Right to Buy) $ 44.37 07/22/2013 M 150,000 ( 5 ) 02/16/2015 Common Stock 150,000 $ 0 0 D
Stock Option (Right to Buy) $ 30.96 07/22/2013 M 100,000 ( 6 ) 02/17/2019 Common Stock 100,000 $ 0 150,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
JOERRES JEFFREY A
MANPOWERGROUP INC.
100 MANPOWER PLACE
MILWAUKEE, WI53212
X Chrm, Chf Ex Off
Signatures
/s/ Richard Buchband (pursuant to Power of Attorney previously filed) 07/24/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This price is the weighted average price. The prices received actually ranged from $63.62 to $64.01. 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.
( 2 )This price is the weighted average price. The prices received actually ranged from $64.64 to $65.63. 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.
( 3 )This price is the weighted average price. The prices received actually ranged from $65.64 to $65.93. 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.
( 4 )25% of the options became exercisable on each of 02/18/2005, 02/28/2006, 02/18/2007 and 02/18/2008.
( 5 )25% of the options became exercisable on each of 02/16/2006, 02/16/2007, 02/16/2008 and 02/16/2009.
( 6 )25% of the options became exercisable on each of 02/17/2010, 02/17/2011, 02/17/2012 and 02/17/2013.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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