Sec Form 4 Filing - SWAN MARA E @ ManpowerGroup Inc. - 2015-12-31

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person SWAN MARA E 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) EVP (Last) (First) (Middle) MANPOWERGROUP INC., 100 MANPOWER PLACE 3. Date of Earliest Transaction (MM/DD/YY) 12/31/2015 (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 12/31/2015 A( 1 ) 7,327 A $ 0 ( 1 ) 21,180 D Common Stock 12/31/2015 F( 2 ) 3,656 D $ 85.05 ( 3 ) 17,524 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 ( 4 ) 12/31/2015 A( 5 ) 298 ( 4 ) ( 4 ) Common Stock 298 ( 5 ) 16,191 D Restricted Stock Units ( 6 ) 12/31/2015 A( 5 ) 81 ( 6 ) ( 6 ) Common Stock 81 ( 5 ) 4,380 D Restricted Stock Units ( 7 ) 12/31/2015 A( 5 ) 60 ( 7 ) ( 7 ) Common Stock 60 ( 5 ) 3,254 D Restricted Stock Units ( 8 ) 12/31/2015 A( 5 ) 125 ( 8 ) ( 8 ) Common Stock 125 ( 5 ) 6,778 D Restricted Stock Units ( 9 ) 12/31/2015 A( 5 ) 58 ( 9 ) ( 9 ) Common Stock 58 ( 5 ) 3,177 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SWAN MARA E MANPOWERGROUP INC. 100 MANPOWER PLACE MILWAUKEE, WI53212 EVP Signatures /s/ Richard Buchband (pursuant to Power of Attorney previously filed) 01/05/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares acquired in settlement of performance share units (which were not derivative securities received under the Company's 2011 equity incentive plan), exempt under Rule 16b-3. ( 2 )Stock withheld by Issuer to satisfy tax withholding obligations on shares acquired on December 31, 2015 in settlement of performance share units. ( 3 )Represents the opening stock price on the New York Stock Exchange on December 31, 2015. ( 4 )The restricted stock units will vest 100% on February 16, 2016 and will be settled in shares of ManpowerGroup common stock on a 1 for 1 basis upon vesting. ( 5 )Receipt of restricted stock units in lieu of dividends paid in 2015 at an average price of $85.43. ( 6 )The 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. ( 7 )The 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. ( 8 )The restricted stock units will vest 100% on February 11, 2018 and will be settled in shares of ManpowerGroup common stock on a 1 for 1 basis upon vesting. ( 9 )The restricted stock units will vest 100% on February 10, 2018 and will be settled in shares of ManpowerGroup common stock on a 1 for 1 basis upon vesting.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.