ManpowerGroup Inc. — Director's Dealing 2018

Jan 3, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ManpowerGroup Inc. (MAN)
CIK: 0000871763
Period of Report: 2018-01-01

Reporting Person: Hall Patricia Hemingway (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-01-01	Common Stock	M	2095	—	Acquired	5116	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-01-01	Deferred Stock	$	A	1269	Acquired		Common Stock (1269.0)	Direct
2018-01-01	Deferred Stock	$	A	28	Acquired		Common Stock (28.0)	Direct
2018-01-01	Deferred Stock	$	A	27	Acquired		Common Stock (27.0)	Direct
2018-01-01	Deferred Stock	$	A	33	Acquired		Common Stock (33.0)	Direct
2018-01-01	Deferred Stock	$	M	2095	Disposed	2018-01-01	Common Stock (2095.0)	Direct

Footnotes

F1: Settlement of shares of deferred stock in shares of ManpowerGroup common stock on a 1 for 1 basis.

F2: These shares of deferred stock vest in quarterly installments on the last day of each calendar quarter during 2018 and will be settled in shares of ManpowerGroup common stock on a 1 for 1 basis on the earlier of January 1, 2021 or within 30 days after the reporting person's termination of service as a director, except as otherwise provided in the Terms and Conditions (as defined below).

F3: Annual grant of deferred stock under the 2011 Equity Incentive Plan of the Company (the "Plan") and the Terms and Conditions Regarding the Grant of Awards to Non-Employee Directors under the Plan (the "Terms and Conditions").

F4: Represents the Market Price (as defined in the Plan) on the last trading day of 2017.

F5: The shares of deferred stock are fully vested on the date of grant and will be settled in shares of ManpowerGroup common stock on a 1 for 1 basis on the earlier of January 1, 2019 or within 30 days after the reporting person's termination of service as a director, except as otherwise provided in the Terms and Conditions.

F6: Receipt of deferred stock under the Plan and the Terms and Conditions in lieu of dividends.

F7: Represents the Average Trading Price (as defined in the Terms and Conditions).

F8: The shares of deferred stock are fully vested on the date of grant and will be settled in shares of ManpowerGroup common stock on a 1 for 1 basis on the earlier of January 1, 2020 or within 30 days after the reporting person's termination of service as a director, except as otherwise provided in the Terms and Conditions.

F9: The shares of deferred stock are fully vested on the date of grant and will be settled in shares of ManpowerGroup common stock on a 1 for 1 basis on the earlier of January 1, 2018 or within 30 days after the reporting person's termination of service as a director, except as otherwise provided in the Terms and Conditions.