ManpowerGroup Inc. — Director's Dealing 2018

Feb 16, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: SWAN MARA E (EVP)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-02-15	Common Stock	A	13097	—	Acquired	37782	Direct
2018-02-15	Common Stock	F	6102	$124.05	Disposed	31680	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-02-15	Restricted Stock Units	$0.0	A	2198	Acquired		Common Stock (2198.0)	Direct
2018-02-15	Stock Option (Right to Buy)	$122.87	A	8583	Acquired	2028-02-15	Common Stock (8583.0)	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.