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*
JOERRES JEFFREY A

(Last) (First) (Middle)
MANPOWER INC.
100 MANPOWER PLACE

(Street)
MILWAUKEE WI 53212

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
MANPOWER INC /WI/ [ MAN ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chrm, Chf Ex Off & Pres
3. Date of Earliest Transaction (Month/Day/Year)
02/16/2011
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)
Code V Amount (A) or (D) Price
Common Stock 02/16/2011 F(1) 18,233 D $67.24(2) 258,580.7251 D
Common Stock 02/17/2011 M 17,164 A (3) 275,744.7251 D
Common Stock 02/17/2011 F(4) 7,607 D $66.93(5) 268,137.7251 D
Common Stock 300 I By trust in wife's name
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy)(6) $67.12(7) 02/16/2011 A 69,537 (8) 02/16/2021 Common Stock 69,537 $0.00 69,537 D
Restricted Stock Units(9) $0.00(9) 02/16/2011 A 20,859 (9) (9) Common Stock 20,859 $0.00 20,859 D
Restricted Stock Units (3) 02/17/2011 M 17,164 02/17/2011 02/17/2011 Common Stock 17,164 (3) 17,170 D
Explanation of Responses:
1. Stock withheld by Issuer to satisfy tax withholding obligations on restricted stock that vested on February 16, 2011.
2. Represents the opening price on the New York Stock Exchange on February 16, 2011.
3. These restricted stock units were settled in shares of Manpower common stock on a 1 for 1 basis upon vesting.
4. Stock withheld by Issuer to satisfy tax withholding obligations on shares acquired on February 17, 2011 in settlement of restricted stock units.
5. Represents the opening price on the New York Stock Exchange on February 17, 2011.
6. Stock Option grant under the Manpower 2003 Equity Incentive Plan.
7. Represents the closing price on the New York Stock Exchange on February 16, 2011, the date of grant.
8. Options will become exercisable as to 25% of the shares covered by the option on each of the first four anniversaries of the date of grant.
9. Award of restricted stock units under the Manpower Inc. 2003 Equity Incentive Plan. The restricted stock units will vest 100% on February 16, 2014 and will be settled in shares of Manpower common stock on a 1 for 1 basis upon vesting.
Remarks:
Jeffrey A. Joerres 02/18/2011
** 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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