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ManpowerGroup Inc. Director's Dealing 2018

Feb 16, 2018

31788_dirs_2018-02-16_f67e5b89-e3d6-466a-9013-bc37304acb4d.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ManpowerGroup Inc. (MAN)
CIK: 0000871763
Period of Report: 2018-02-15

Reporting Person: GREEN DARRYL (COO & President)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2018-02-15 Common Stock A 38198 Acquired 44838 Direct
2018-02-15 Common Stock F 17805 $124.05 Disposed 27033 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2018-02-15 Restricted Stock Units $0.0 A 6186 Acquired Common Stock (6186.0) Direct
2018-02-15 Stock Option (Right to Buy) $122.87 A 24158 Acquired 2028-02-15 Common Stock (24158.0) Direct
2018-02-15 Restricted Stock Units $124.05 F 261 Disposed Common Stock (261.0) Direct

Footnotes

F1: Shares acquired in settlement of performance share units granted in 2015 (which were not derivative securities received under the Company's 2011 Equity Incentive Plan, exempt under Rule 16b-3).

F2: Stock withheld by the Issuer to satisfy tax withholding obligations on shares acquired on February 15, 2018 in settlement of performance share units.

F3: Represents the opening stock price on the New York Stock Exchange on February 15, 2018.

F4: Award of restricted stock units under the 2011 Equity Incentive Plan of the Company. The restricted stock units will vest 100% on February 15, 2021 and will be settled in shares of ManpowerGroup common stock on a 1 for 1 basis.

F5: Stock Option grant under the 2011 Equity Incentive Plan of the Company.

F6: Represents the closing stock price on the New York Stock Exchange on February 15, 2018, the date of the grant.

F7: 25% of the options will become exercisable each on 2/15/2019, 2/15/2020, 2/15/2021, and 2/15/2022.

F8: Restricted stock units ("RSUs") withheld by the Issuer to satisfy both FICA tax withholding obligations on unvested RSUs, and related income tax withholding obligations on the RSUs so withheld. This obligation is a result of the person having met the retirement eligibility requirements of the grant.