ManpowerGroup Inc. — Director's Dealing 2019

Feb 19, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ManpowerGroup Inc. (MAN)
CIK: 0000871763
Period of Report: 2019-02-14

Reporting Person: SWAN MARA E (EVP)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-02-14	Common Stock	A	9208	—	Acquired	22701	Direct
2019-02-14	Common Stock	F	2923	$83.91	Disposed	19778	Direct
2019-02-16	Common Stock	M	3399	—	Acquired	23177	Direct
2019-02-19	Common Stock	F	1078	$84.15	Disposed	22099	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-02-15	Restricted Stock Units	$0.0	A	15990	Acquired		Common Stock (15990.0)	Direct
2019-02-16	Restricted Stock Units	$	M	3399	Acquired		Common Stock (3399.0)	Direct

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: Shares withheld by Issuer to satisfy tax withholding obligations on shares acquired on February 14, 2019 in settlement of performance share units.

F3: Represents the opening stock price on the New York Stock Exchange on February 15, 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: Represents the opening stock price on the New York Stock Exchange on February 19, 2019.

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.