Sec Form 4 Filing - DOWNE WILLIAM @ ManpowerGroup Inc. - 2018-01-01

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
DOWNE WILLIAM
2. Issuer Name and Ticker or Trading Symbol
ManpowerGroup Inc. [ MAN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
MANPOWERGROUP INC., 100 MANPOWER PLACE
3. Date of Earliest Transaction (MM/DD/YY)
01/01/2018
(Street)
MILWAUKEE, WI53212
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Deferred Stock ( 1 ) 01/01/2018 A( 2 ) 1,269 ( 1 ) ( 1 ) Common Stock 1,269 $ 126.11 ( 3 ) 1,269 D
Deferred Stock ( 4 ) 01/01/2018 A( 5 ) 1,0 18 ( 4 ) ( 4 ) Common Stock 1,018 $ 114.54 ( 6 ) 1,018 D
Deferred Stock ( 7 ) 01/01/2018 A( 8 ) 19 ( 7 ) ( 7 ) Common Stock 19 $ 114.54 ( 6 ) 1,187 D
Deferred Stock ( 7 ) 01/01/2018 A( 8 ) 52 ( 7 ) ( 7 ) Common Stock 52 $ 114.54 ( 6 ) 3,259 D
Deferred Stock ( 7 ) 01/01/2018 A( 8 ) 20 ( 7 ) ( 7 ) Common Stock 20 $ 114.54 ( 6 ) 1,258 D
Deferred Stock ( 7 ) 01/01/2018 A( 8 ) 27 ( 7 ) ( 7 ) Common Stock 27 $ 114.54 ( 6 ) 1,659 D
Deferred Stock ( 9 ) 01/01/2018 A( 8 ) 43 ( 9 ) ( 9 ) Common Stock 43 $ 114.54 ( 6 ) 2,690 D
Deferred Stock ( 9 ) 01/01/2018 A( 8 ) 32 ( 9 ) ( 9 ) Common Stock 32 $ 114.54 ( 6 ) 2,019 D
Deferred Stock ( 10 ) 01/01/2018 A( 8 ) 19 ( 10 ) ( 10 ) Common Stock 19 $ 114.54 ( 6 ) 1,192 D
Deferred Stock ( 11 ) 01/01/2018 A( 8 ) 19 ( 11 ) ( 11 ) Common Stock 19 $ 114.54 ( 6 ) 1,192 D
Deferred Stock ( 12 ) 01/01/2018 A( 8 ) 18 ( 12 ) ( 12 ) Common Stock 18 $ 114.54 ( 6 ) 1,094 D
Deferred Stock ( 12 ) 01/01/2018 A( 8 ) 28 ( 12 ) ( 12 ) Common Stock 28 $ 114.54 ( 6 ) 1,726 D
Deferred Stock ( 13 ) 01/01/2018 A( 8 ) 19 ( 13 ) ( 13 ) Common Stock 19 $ 114.54 ( 6 ) 1,175 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
DOWNE WILLIAM
MANPOWERGROUP INC.
100 MANPOWER PLACE
MILWAUKEE, WI53212
X
Signatures
/s/ Richard Buchband (pursuant to Power of Attorney filed herewith) 01/03/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The shares of deferred stock vest in quarterly installments on the last day of each calendar quarter during 2018 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" (as defined below).
( 2 )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 Regarding the Grant of Awards to Non-Employee Directors under the Plan (the "Terms and Conditions").
( 3 )Represents the Market Price (as defined in the Plan) on the last trading day of 2017.
( 4 )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.
( 5 )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 2017.
( 6 )Represents the Average Trading Price (as defined in the Terms and Conditions).
( 7 )The shares of deferred stock are fully vested 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.
( 8 )Receipt of deferred stock under the Plan and the Terms and Conditions in lieu of dividends.
( 9 )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.
( 10 )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.
( 11 )These shares of deferred stock are fully vested 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.
( 12 )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, 2024 or within 30 days after the reporting person's termination of service as a director, except as otherwise provided in the Terms and Conditions.
( 13 )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 May 3, 2024 or within 30 days after the reporting person's termination of service as s director, except as otherwise provided in the Terms and Conditions.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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