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*
Boswell Gina

(Last) (First) (Middle)
1255 AVENUE OF THE AMERICAS

(Street)
NEW YORK NY 10105

(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
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
04/01/2007
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
Restricted Stock 04/01/2007 A(1) 996(1) A $73.77(2) 996 D
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
Deferred Stock (3) 04/01/2007 D(1) 996 (3) (3) Common Stock 996 $75.67(4) 163 D
Explanation of Responses:
1. As permitted under the Terms and Conditions (Amended and Restated Effective January 1, 2006), within 10 days of the date the reporting person became a director on February 14, 2007, the reporting person elected to receive a grant of restricted stock on April 1, 2007 for the 2007 year attributable to the services she will perform for Manpower in the three calendar quarters of 2007 beginning on April 1, 2007. The restricted stock will vest in three equal installments on the last day of each calendar quarter in 2007. As required under the Terms and Conditions (Amended and Restated Effective January 1, 2006), the current restricted stock grant replaces 996 shares of the annual deferred stock grant that was previously reported on the Form 4 filed for the reporting person on February 16, 2007.
2. Represents the Closing Price on the New York Stock Exchange on March 30, 2007.
3. The shares of deferred stock would have vested in quarterly installments on the last day of each calendar quarter during 2007 and would have been settled in shares of Manpower common stock on a 1 for 1 basis on the earlier of February 14, 2010 or within 30 days after the reporting person's termination of service as a director, except as otherwise provided in the Terms and Conditions (Amended and Restated Effective January 1, 2006).
4. Represents the Closing Price on the New York Stock Exchange on February 13, 2007.
Remarks:
Jeffrey A. Joerres (pursuant to Power of Attorney previously filed) 04/03/2007
** 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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