ManpowerGroup Inc. — Director's Dealing 2019

Jan 3, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ManpowerGroup Inc. (MAN)
CIK: 0000871763
Period of Report: 2019-01-01

Reporting Person: WALTER JOHN R (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-01-01	Common Stock	M	3097	—	Acquired	3097	Direct
2019-01-01	Common Stock	M	1119	—	Acquired	4216	Direct
2019-01-01	Common Stock	M	1766	—	Acquired	5982	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-01-01	Deferred Stock	$	A	2469	Acquired		Common Stock (2469.0)	Direct
2019-01-01	Deferred Stock	$	A	1307	Acquired		Common Stock (1307.0)	Direct
2019-01-01	Deferred Stock	$	A	69	Acquired		Common Stock (69.0)	Direct
2019-01-01	Deferred Stock	$	A	25	Acquired		Common Stock (25.0)	Direct
2019-01-01	Deferred Stock	$	A	40	Acquired		Common Stock (40.0)	Direct
2019-01-01	Deferred Stock	$	A	79	Acquired		Common Stock (79.0)	Direct
2019-01-01	Deferred Stock	$	A	29	Acquired		Common Stock (29.0)	Direct
2019-01-01	Deferred Stock	$	A	38	Acquired		Common Stock (38.0)	Direct
2019-01-01	Deferred Stock	$	A	29	Acquired		Common Stock (29.0)	Direct
2019-01-01	Deferred Stock	$	A	20	Acquired		Common Stock (20.0)	Direct
2019-01-01	Deferred Stock	$	M	3097	Disposed	2019-01-01	Common Stock (3097.0)	Direct
2019-01-01	Deferred Stock	$	M	1119	Disposed	2019-01-01	Common Stock (1119.0)	Direct
2019-01-01	Deferred Stock	$	M	1766	Disposed	2019-01-01	Common Stock (1766.0)	Direct

Footnotes

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

F2: The shares of deferred stock vest in quarterly installments on the last day of each calendar quarter during 2019 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 (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 2018.

F5: These 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 bases 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.

F6: 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 2018.

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, 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.

F9: Receipt of deferred stock under the Plan and the Terms and Conditions in lieu of dividends.

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, 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.

F11: 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.