ManpowerGroup Inc. — Director's Dealing 2020

Jan 3, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ManpowerGroup Inc. (MAN)
CIK: 0000871763
Period of Report: 2020-01-01

Reporting Person: HOWARD JULIE (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-01-01	Deferred Stock Units	$	A	60	Acquired		Common Stock (60)	Direct
2020-01-01	Deferred Stock Units	$	A	32	Acquired		Common Stock (32)	Direct
2020-01-01	Deferred Stock Units	$	A	2	Acquired		Common Stock (2)	Direct
2020-01-01	Deferred Stock Units	$	A	31	Acquired		Common Stock (31)	Direct
2020-01-01	Deferred Stock Units	$	A	22	Acquired		Common Stock (22)	Direct
2020-01-01	Deferred Stock Units	$	A	41	Acquired		Common Stock (41)	Direct
2020-01-01	Deferred Stock Units	$	A	1276	Acquired		Common Stock (1276)	Direct
2020-01-01	Deferred Stock Units	$	A	1802	Acquired		Common Stock (1802)	Direct

Footnotes

F1: 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.

F2: Receipt of deferred stock under the Plan and the Terms and Conditions in lieu of dividends.

F3: Represents the Average Trading Price (as defined in the Terms and Conditions).

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, 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.

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 2019.

F6: The shares of deferred stock vest in quarterly installments on the last day of each calendar quarter during 2020 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 (as defined below).

F7: 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").

F8: Represents the Market Price (as defined in the Plan) on the last trading day of 2019.