SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

GREEN DARRYL

(Last)

(First)

(Middle)

MANPOWERGROUP INC.

100 MANPOWER PLACE

(Street)

MILWAUKEE

53212

(City)

(State)

(Zip)

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)
	COO & President

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/31/2015		A⁽¹⁾		9,991	A	$0⁽¹⁾	20,729	D
Common Stock	12/31/2015		F⁽²⁾		4,985	D	$85.05⁽³⁾	15,744	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽⁴⁾	12/31/2015		A⁽⁵⁾		110		⁽⁴⁾	⁽⁴⁾	Common Stock	110	⁽⁵⁾	5,972	D
Restricted Stock Units	⁽⁶⁾	12/31/2015		A⁽⁵⁾		100		⁽⁶⁾	⁽⁶⁾	Common Stock	100	⁽⁵⁾	5,423	D
Restricted Stock Units	⁽⁷⁾	12/31/2015		A⁽⁵⁾		69		⁽⁷⁾	⁽⁷⁾	Common Stock	69	⁽⁵⁾	3,764	D
Restricted Stock Units	⁽⁸⁾	12/31/2015		A⁽⁵⁾		170		⁽⁸⁾	⁽⁸⁾	Common Stock	170	⁽⁵⁾	9,265	D

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 13, 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 11, 2017 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 May 1, 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 10, 2018 and will be settled in shares of ManpowerGroup common stock on a 1 for 1 basis upon vesting.

Remarks:

	/s/ Richard Buchband (pursuant to Power of Attorney previously filed)	01/05/2016
	** Signature of Reporting Person	Date
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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