SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

CHANDRASHEKAR SRIRAM

(Last)

(First)

(Middle)

10 HOE CHIANG ROAD

#21 04/05 KEPPEL TOWERS

(Street)

SINGAPORE

089315

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/11/2014

3. Issuer Name and Ticker or Trading Symbol
ManpowerGroup Inc. [ MAN ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)⁽¹⁾	⁽²⁾	02/18/2020	Common Stock	7,500	$53.01	D
Stock Option (Right to Buy)⁽¹⁾	⁽³⁾	02/16/2021	Common Stock	3,045	$67.12	D
Restricted Stock Units⁽⁴⁾	⁽⁵⁾	⁽⁵⁾	Common Stock	2,505	$0.00	D
Restricted Stock Units⁽⁴⁾	⁽⁵⁾	⁽⁵⁾	Common Stock	1,000	$0.00	D
Restricted Stock Units⁽⁶⁾	⁽⁷⁾	⁽⁷⁾	Common Stock	3,435	$0.00	D
Stock Option (Right to Buy)⁽⁸⁾	⁽⁹⁾	02/15/2022	Common Stock	4,190	$44.81	D
Restricted Stock Units⁽⁶⁾	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	1,544	$0.00	D
Stock Option (Right to Buy)⁽⁸⁾	⁽¹¹⁾	02/13/2023	Common Stock	6,636	$52.55	D

Explanation of Responses:

1. Stock Option grant under the 2003 Equity Incentive Plan of the Company (the "2003 Plan").

2. 5,000 shares are currently exercisable. 2,500 shares become exercisable on 2/18/2014.

3. 1,522 shares are currently exercisable. 761 become exercisable on 2/16/2014; and 762 become exercisable on 2/16/2015.

4. Restricted Stock Unit grant under the 2003 Plan.

5. The restricted stock units will vest 100% on February 16, 2014 and will be settled in shares of ManpowerGroup common stock on a 1 for 1 basis upon vesting.

6. Restricted Stock Unit grant under the 2011 Equity Incentive Plan of the Company (the "2011 Plan").

7. The restricted stock units will vest 100% on February 15, 2015 and will be settled in shares of ManpowerGroup common stock on a 1 for 1 basis upon vesting.

8. Stock Option grant under the 2011 Plan.

9. 1,047 shares are currently exercisable. 1,048 become exercisable on 2/15/2014; 1,047 become exercisable on 2/15/2015; and 1,048 become exercisable on 2/15/2016.

10. 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.

11. 25% of the options become exercisable on each of 2/13/2014, 2/13/2015, 2/13/2016 and 2/13/2017.

Remarks:

	/s/ Richard Buchband (pursuant to Power of Attorney filed herewith)	02/13/2014
	** 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 5 (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.