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: DOWNE WILLIAM (Director)

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	1018	Acquired		Common Stock (1018.0)	Direct
2018-01-01	Deferred Stock	$	A	19	Acquired		Common Stock (19.0)	Direct
2018-01-01	Deferred Stock	$	A	52	Acquired		Common Stock (52.0)	Direct
2018-01-01	Deferred Stock	$	A	20	Acquired		Common Stock (20.0)	Direct
2018-01-01	Deferred Stock	$	A	27	Acquired		Common Stock (27.0)	Direct
2018-01-01	Deferred Stock	$	A	43	Acquired		Common Stock (43.0)	Direct
2018-01-01	Deferred Stock	$	A	32	Acquired		Common Stock (32.0)	Direct
2018-01-01	Deferred Stock	$	A	19	Acquired		Common Stock (19.0)	Direct
2018-01-01	Deferred Stock	$	A	19	Acquired		Common Stock (19.0)	Direct
2018-01-01	Deferred Stock	$	A	18	Acquired		Common Stock (18.0)	Direct
2018-01-01	Deferred Stock	$	A	28	Acquired		Common Stock (28.0)	Direct
2018-01-01	Deferred Stock	$	A	19	Acquired		Common Stock (19.0)	Direct

Footnotes

F1: The 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).

F2: 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 Regarding the Grant of Awards to Non-Employee Directors under the Plan (the "Terms and Conditions").

F3: Represents the Market Price (as defined in the Plan) on the last trading day of 2017.

F4: 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, 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.

F5: Receipt of deferred stock under the Plan and the Terms and Conditions in lieu of 100% of the Retainer (as defined in the Terms and Conditions) for 2017.

F6: Represents the Average Trading Price (as defined in the Terms and Conditions).

F7: The shares of deferred stock are fully vested 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.

F8: Receipt of deferred stock under the Plan and the Terms and Conditions in lieu of dividends.

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, 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.

F10: 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, 2022 or within 30 days after the reporting person's termination of service as a director, except as otherwise provided in the Terms and Conditions.

F11: These shares of deferred stock are fully vested and will be settled in shares of ManpowerGroup common stock on a 1 for 1 basis on the earlier of January 1, 2023 or within 30 days after the reporting person's termination of service as a director, except as otherwise provided in the Terms and Conditions.

F12: 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, 2024 or within 30 days after the reporting person's termination of service as a director, except as otherwise provided in the Terms and Conditions.

F13: 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 May 3, 2024 or within 30 days after the reporting person's termination of service as s director, except as otherwise provided in the Terms and Conditions.