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: PRISING JONAS (Director, Chairman & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-02-10	Common Stock	M	15513	—	Acquired	15513	Direct
2018-02-12	Common Stock	F	6096	$116.97	Disposed	9417	Direct
2018-02-13	Common Stock	M	31024	—	Acquired	40441	Direct
2018-02-13	Common Stock	F	14667	$116.76	Disposed	25774	Direct
2018-02-13	Common Stock	G	25774	—	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-02-12	Restricted Stock Units	$	M	15513	Disposed		Common Stock (15513.0)	Direct
2018-02-13	Restricted Stock Units	$	M	31024	Disposed		Common Stock (31024.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	134722	Indirect

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

F3: Represents the opening stock price on the New York Stock Exchange on February 12, 2018.

F4: The restricted stock units vested on February 13, 2018 and were settled in shares of ManpowerGroup common stock on a 1 for 1 basis upon vesting.

F5: Represents the opening stock price on the New York Stock Exchange on February 13, 2018.

F6: Gift of shares to revocable trust.