| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
ManpowerGroup Inc. [ MAN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/13/2013 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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)(1) | $52.55(2) | 02/13/2013 | A | 18,248 | (3) | 02/13/2023 | Common Stock | 18,248 | $0.00 | 18,248 | D | ||||
| Restricted Stock Units(4) | $0.00(4) | 02/13/2013 | A | 4,187 | (4) | (4) | Common Stock | 4,187 | $0.00 | 4,187 | D | ||||
| Explanation of Responses: |
| 1. Stock Option Grant under the 2011 Equity Incentive Plan of the Company. |
| 2. Represents the closing price on the New York Stock Exchange on February 13, 2013, the date of grant. |
| 3. Options will become exercisable as to 25% of the shares covered by the option on each of the first four anniversaries on the date of grant. |
| 4. Award of restricted stock units under the 2011 Equity Incentive Plan of the Company. 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. |
| Remarks: |
| /s/ Richard Buchband (pursuant to Power of Attorney filed herewith) | 02/15/2013 | |
| ** 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). | ||
| 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. | ||
POWER OF ATTORNEY
For Executing Forms 3, 4 and 5 and
144
Know all by these present, that the undersigned constitutes and
appoints each of Jeffrey A. Joerres, Michael J. Van Handel and Richard
Buchband, signing singly, her true and lawful attorney-in-fact to:
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(1)
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execute for and on behalf of the undersigned Forms 3, 4 and 5
in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the
rules thereunder;
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(2)
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execute for and on behalf of the undersigned notices on Form
144 in accordance with Rule 144 under the Securities Act of 1933;
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(3)
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do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete the execution of any
such Forms 3, 4 or 5 or Form 144 and the timely filing of such forms with the
United States Securities and Exchange Commission, any stock exchange or other
authority; and
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(4)
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take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact, may be of benefit
to, in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to the Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in his
discretion.
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The undersigned hereby grants to each such attorney-in-fact
full power and authority to do and perform all and every act and thing
whatsoever requisite, necessary and proper to be done in the exercise of any of
the rights and powers herein granted, as fully to all intents and purposes as
the undersigned might or could do if personally present, with full power of
substitution or revocation and hereby ratifies and confirms all that such
attorney-in-fact shall lawfully do or cause to be done by virtue of this power
of attorney and the rights and powers herein granted. The undersigned
acknowledges that the foregoing attorneys-in-fact, in serving in such capacity
at the request of the undersigned, are not assuming any of the
undersigned’s responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934 and the rules thereunder or Rule 144 under the Securities
Act of 1933. This Power of Attorney shall be a durable power of
attorney and shall not be affected by subsequent disability or incapacity of the
undersigned.
IN WITNESS WHEREOF, the undersigned has caused this Power of
Attorney to be executed as of this 13th day of February, 2013.
| /s/ Mara E. Swan | |||
| Mara E. Swan | |||