SEC Filing | ManpowerGroup Inc.

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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.

form3_.htm

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, his true and lawful attorney-in-fact to:

	(1)	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;

	(2)	execute for and on behalf of the undersigned notices on Form 144 in accordance with Rule 144 under the Securities Act of 1933;

	(3)	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

	(4)	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.

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 10th day of February, 2014.

/s/ Sriram Chandrashekar
Sriram Chandrashekar