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ManpowerGroup Inc. Director's Dealing 2019

Feb 19, 2019

31788_dirs_2019-02-19_a4489d4e-5a33-4ac1-9540-41bcbe2488d5.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ManpowerGroup Inc. (MAN)
CIK: 0000871763
Period of Report: 2019-02-15

Reporting Person: PRISING JONAS (Director, Chairman & CEO)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2019-02-15 Common Stock A 57547 Acquired 57547 Direct
2019-02-15 Common Stock F 25349 $84.15 Disposed 32198 Direct
2019-02-16 Common Stock M 21238 Acquired 53436 Direct
2019-02-19 Common Stock F 8227 $84.15 Disposed 45209 Direct
2019-02-19 Common Stock G 45209 Disposed 0 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2019-02-15 Restricted Stock Units $0.0 A 21912 Acquired Common Stock (21912.0) Direct
2019-02-15 Stock Option (Right to Buy) $84.43 A 104050 Acquired 2029-02-15 Common Stock (104050.0) Direct
2019-02-16 Restricted Stock Units $ M 21238 Acquired Common Stock (21238.0) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 212805 Indirect

Footnotes

F1: Shares acquired in settlement of performance share units granted in 2016 (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, 2019 in settlement of performance share units.

F3: Represents the opening stock price on the New York Stock Exchange on February 19, 2019.

F4: The restricted stock units vested on February 16, 2019 and were settled in shares of ManpowerGroup common stock on a 1 for 1 basis.

F5: Shares withheld by Issuer to satisfy tax withholding obligations on shares acquired in settlement of restricted stock units.

F6: Gift of shares to revocable trust.

F7: Award of restricted stock units under the 2011 Equity Incentive Plan of the Company. The restricted stock units will vest 100% on February 15, 2022 and will be settled in shares of ManpowerGroup common stock on a 1 for 1 basis.

F8: Stock Option grant under the 2011 Equity Incentive Plan of the Company.

F9: Represents the closing stock price on the New York Stock Exchange on February 15, 2019, the date of the grant.

F10: 25% of the options will become exercisable each on 2/15/2020, 2/15/2021, 2/15/2022, and 2/15/2023.