ManpowerGroup Inc. — Director's Dealing 2020

Feb 18, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ManpowerGroup Inc. (MAN)
CIK: 0000871763
Period of Report: 2020-02-14

Reporting Person: PRISING JONAS (Director, CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-02-14	Common Stock	A	44892	—	Acquired	44892	Direct
2020-02-18	Common Stock	F	21212	$92.21	Disposed	23680	Direct
2020-02-18	Common Stock	G	23680	$0.00	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-02-14	Restricted Stock Units	$0.00	A	21575	Acquired		Common Stock (21575)	Direct
2020-02-14	Stock Option (Right to Buy)	$92.70	A	105541	Acquired	2030-02-14	Common Stock (105541)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	243096	Indirect

Footnotes

F1: Shares acquired in settlement of performance share units granted in 2017 (which were not derivative securities received under the Company's 2011 Equity Incentive Plan, exempt under Rule 16b-3).

F2: Shares withheld by the Issuer to satisfy the tax withholding obligations on shares acquired on February 14, 2020 in settlement of performance share units.

F3: Represents the opening price on the New York Stock Exchange on February 18, 2020.

F4: Award of restricted stock units under the 2011 Equity Incentive Plan of the Company. The restricted stock units will vest 100% on February 14, 2023 and will be settled in shares of ManpowerGroup common stock on a 1 for 1 basis.

F5: Stock Option grant under the 2011 Equity Incentive Plan of the Company.

F6: Represents the closing price on the New York Stock Exchange on February 14, 2020, the date of grant.

F7: 25% of the options will become exercisable on each of 2/14/2021, 2/14/2022, 2/14/2023, and 2/14/2024.