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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Deferred Stock | (1) | 01/01/2014 | A(2) | 1,281 | (1) | (1) | Common Stock | 1,281 | $ 85.86 (3) | 1,281 | D | ||||
| Deferred Stock | (4) | 01/01/2014 | A(5) | 24 | (4) | (4) | Common Stock | 24 | $ 67.53 (6) | 1,752 | D | ||||
| Deferred Stock | (7) | 01/01/2014 | A(5) | 26 | (7) | (7) | Common Stock | 26 | $ 67.53 (6) | 1,955 | D | ||||
| Deferred Stock | (8) | 01/01/2014 | A(5) | 23 | (8) | (8) | Common Stock | 23 | $ 67.53 (6) | 1,746 | D | ||||
| Deferred Stock | (7) | 01/01/2014 | A(5) | 12 | (7) | (7) | Common Stock | 12 | $ 67.53 (6) | 935 | D | ||||
| Deferred Stock | (9) | 01/01/2014 | A(5) | 22 | (9) | (9) | Common Stock | 22 | $ 67.53 (6) | 1,629 | D | ||||
| Deferred Stock | (10) | 01/01/2014 | A(5) | 54 | (10) | (10) | Common Stock | 41 | $ 67.53 (6) | 3,041 | D | ||||
| Deferred Stock | (11) | 01/01/2014 | A(5) | 34 | (11) | (11) | Common Stock | 34 | $ 67.53 (6) | 2,508 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| MENDOZA ROBERTO G MANPOWERGROUP INC. 100 MANPOWER PLACE MILWAUKEE, WI 53212 |
X | |||
| /s/ Richard Buchband (pursuant to Power of Attorney filed herewith) | 01/03/2014 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | The shares of deferred stock vest in quarterly installments on the last day of each calendar quarter during 2014 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 (as defined below). |
| (2) | 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"). |
| (3) | Represents the Market Price (as defined in the Plan) on the last trading day of 2013. |
| (4) | 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. |
| (5) | Receipt of deferred stock under the Plan and the Terms and Conditions in lieu of dividends. |
| (6) | Represents the Average Trading Price (as defined in the Terms and Conditions). |
| (7) | 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. |
| (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 April 28, 2017 or within 30 days after the reporting person's termination of service as a director, except as provided in the Terms and Conditions. |
| (9) | 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. |
| (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, 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. |
| (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, 2016 or within 30 days after the reporting person's termination of service as a director, except as otherwise provided in the Terms and Conditions. |