ManpowerGroup Inc. — Director's Dealing 2018

Feb 13, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ManpowerGroup Inc. (MAN)
CIK: 0000871763
Period of Report: 2018-02-10

Reporting Person: SWAN MARA E (EVP)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-02-10	Common Stock	M	3301	—	Acquired	27986	Direct
2018-02-11	Common Stock	M	7042	—	Acquired	35028	Direct
2018-02-12	Common Stock	F	3216	$116.97	Disposed	31812	Direct
2018-02-13	Common Stock	S	7127	$118.84	Disposed	24685	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-02-10	Restricted Stock Units	$	M	3301	Disposed		Common Stock (3301.0)	Direct
2018-02-11	Restricted Stock Units	$	M	7042	Disposed		Common Stock (7042.0)	Direct

Footnotes

F1: The restricted stock units vested on February 10, 2018 and were settled in shares of ManpowerGroup common stock on a 1 for 1 basis upon vesting.

F2: The restricted stock units vested on February 11, 2018 and were settled in shares of ManpowerGroup common stock on a 1 for 1 basis upon vesting.

F3: Stock withheld by the Issuer to satisfy tax withholding obligations on shares acquired in settlement of restricted stock units.

F4: Represents the opening stock price on the New York Stock Exchange on February 12, 2018.

F5: This price is the weighted average price. The prices received actually ranged from $118.25 to $119.24. Upon request, the reporting person will provide to the SEC staff, the issuer, or any security holder of the issuer, full information regarding the number of shares sold at each separate price within this range.