Sec Form 4 Filing - WALTER JOHN R @ ManpowerGroup Inc. - 2017-01-01

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
WALTER JOHN R
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
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
MANPOWERGROUP INC., 100 MANPOWER PLACE
3. Date of Earliest Transaction (MM/DD/YY)
01/01/2017
(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 01/01/2017 M 1,352 A 7,427 D
Common Stock 01/01/2017 M 1,172 A 8,599 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
Deferred Stock ( 2 ) 01/01/2017 A( 3 ) 1,238 ( 2 ) ( 2 ) Common Stock 1,238 $ 76.72 ( 4 ) 1,238 D
Deferred Stock ( 5 ) 01/01/2017 A( 6 ) 1,632 ( 5 ) ( 5 ) Common Stock 1,632 $ 88.87 ( 7 ) 1,632 D
Deferred Stock ( 8 ) 01/01/2017 A( 9 ) 26 ( 8 ) ( 8 ) Common Stock 26 $ 76.72 ( 4 ) 1,172 D
Deferred Stock ( 8 ) 01/01/2017 A( 9 ) 30 ( 8 ) ( 8 ) Common Stock 30 $ 76.72 ( 4 ) 1,352 D
Deferred Stock ( 8 ) 01/01/2017 M 1,172 01/01/2017 01/01/2017 Common Stock 1,172 ( 1 ) 0 D
Deferred Stock ( 8 ) 01/01/2017 M 1,352 01/01/2017 01/01/2017 Common Stock 1,352 ( 1 ) 0 D
Deferred Stock ( 10 ) 01/01/2017 A( 9 ) 34 ( 10 ) ( 10 ) Common Stock 34 $ 76.72 ( 4 ) 1,566 D
Deferred Stock ( 10 ) 01/01/2017 A( 9 ) 26 ( 10 ) ( 10 ) Common Stock 26 $ 76.72 ( 4 ) 1,173 D
Deferred Stock ( 10 ) 01/01/2017 A( 9 ) 45 ( 10 ) ( 10 ) Common Stock 45 $ 76.72 ( 4 ) 2,062 D
Deferred Stock ( 11 ) 01/01/2017 A( 9 ) 65 ( 11 ) ( 11 ) Common Stock 65 $ 76.72 ( 4 ) 2,980 D
Deferred Stock ( 11 ) 01/01/2017 A( 9 ) 37 ( 11 ) ( 11 ) Common Stock 37 $ 76.72 ( 4 ) 1,698 D
Deferred Stock ( 11 ) 01/01/2017 A( 9 ) 23 ( 11 ) ( 11 ) Common Stock 23 $ 76.72 ( 4 ) 1,076 D
Deferred Stock ( 2 ) 01/01/2017 A( 9 ) 74 ( 2 ) ( 2 ) Common Stock 74 $ 76.72 ( 4 ) 3,367 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
WALTER JOHN R
MANPOWERGROUP INC.
100 MANPOWER PLACE
MILWAUKEE, WI53212
X
Signatures
/s/ Richard Buchband (pursuant to Power of Attorney previously filed) 01/04/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Settlement of shares of deferred stock in shares of ManpowerGroup common stock on a 1 for 1 basis.
( 2 )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.
( 3 )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.
( 4 )Represents the Average Trading Price (as defined in the Terms and Conditions).
( 5 )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).
( 6 )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").
( 7 )Represents the Market Price (as defined in the Plan) on the last trading day of 2016.
( 8 )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.
( 9 )Receipt of deferred stock under the Plan and the Terms and Conditions in lieu of dividends.
( 10 )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.
( 11 )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.

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