Sec Form 4 Filing - GREEN DARRYL @ ManpowerGroup Inc. - 2014-02-18

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
GREEN DARRYL
2. Issuer Name and Ticker or Trading Symbol
ManpowerGroup Inc. [ MAN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President, ManpowerGroup
(Last) (First) (Middle)
10 HOE CHIANG ROAD, #21 04/05 KEPPEL TOWERS
3. Date of Earliest Transaction (MM/DD/YY)
02/18/2014
(Street)
SINGAPORE, U0089315
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 02/18/2014 M 5,962 A 40,994 D
Common Stock 02/18/2014 F( 2 ) 1,632 D $ 77 ( 3 ) 39,362 D
Common Stock 02/18/2014 S 5,186 D $ 77.7703 ( 4 ) 34,176 D
Common Stock 02/18/2014 S 24,814 D $ 77.6948 ( 5 ) 9,362 D
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
Restricted Stock Units ( 1 ) 02/18/2014 M 5,962 02/18/2014 02/18/2014 Common Stock 5,962 ( 1 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
GREEN DARRYL
10 HOE CHIANG ROAD
#21 04/05 KEPPEL TOWERS
SINGAPORE, U0089315
President, ManpowerGroup
Signatures
/s/ Richard Buchband (pursuant to Power of Attorney previously filed) 02/20/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The restricted stock units were settled in shares of Manpower common stock on a 1 for 1 basis upon vesting.
( 2 )Stock withheld by Issuer to satisfy tax withholding obligations on shares acquired on February 18, 2014 in settlement of restricted stock units.
( 3 )Represents the opening price on the New York Stock Exchange on February 18, 2014.
( 4 )This price is the weighted average price. The prices received actually ranged from $77.74 to $77.82. 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.
( 5 )This price is the weighted average price. The prices received actually ranged from $77.50 to $77.92. 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.

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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