Sec Form 4 Filing - BUCHBAND RICHARD @ ManpowerGroup Inc. - 2021-02-11

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 BUCHBAND RICHARD 2. Issuer Name and Ticker or Trading Symbol ManpowerGroup Inc. [ MAN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) SVP, General Counsel (Last) (First) (Middle) MANPOWERGROUP INC., 100 MANPOWER PLACE 3. Date of Earliest Transaction (MM/DD/YY) 02/11/2021 (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 Common Stock 02/11/2021 A( 1 ) 1,954 A 4,856 D Common Stock 02/11/2021 F( 2 ) 625 D $ 93.6 ( 3 ) 4,231 D Common Stock 02/15/2021 A 1,408 A 5,639 D Common Stock 02/15/2021 F( 5 ) 493 D $ 92.49 ( 6 ) 5,146 D

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 Restricted Stock Units ( 7 ) $ 0 ( 7 ) 02/12/2021 A 1,730 ( 7 ) ( 7 ) Common Stock 1,730 $ 0 1,730 D Stock Option (Right to Buy) ( 8 ) $ 92.49 ( 9 ) 02/12/2021 A 7,009 ( 10 ) 02/12/2031 Common Stock 7,009 $ 0 7,009 D Restricted Stock Units ( 4 ) 02/15/2021 M 1,408 ( 4 ) ( 4 ) Common Stock 1,408 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BUCHBAND RICHARD MANPOWERGROUP INC. 100 MANPOWER PLACE MILWAUKEE, WI53212 SVP, General Counsel Signatures /s/ Richard Buchband 02/16/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares acquired in settlement of performance share units granted in 2018 (which were not derivative securities received under the Company's 2011 Equity Incentive Plan, exempt under Rule 16b-3). ( 2 )Shares withheld by the Issuer to satisfy the tax withholding obligations on shares acquired on February 11, 2021 in settlement of performance share units. ( 3 )Represents the closing price on the New York Stock Exchange on February 11, 2021. ( 4 )The restricted stock units vested on February 15, 2021 and were settled in shares of ManpowerGroup common stock on a 1 for 1 basis upon vesting. ( 5 )Shares withheld by Issuer to satisfy tax withholding obligations on shares acquired on settlement of restricted stock units. ( 6 )Represents the closing price on the New York Stock Exchange on February 12, 2021. ( 7 )Award of restricted stock units under the 2011 Equity Incentive Plan of the Company. The restricted stock units will vest 100% on February 12, 2024 and will be settled in shares of ManpowerGroup common stock on a 1 for 1 basis. ( 8 )Stock Option grant under the 2011 Equity Incentive Plan of the Company. ( 9 )Represents the closing price on the New York Stock Exchange on February 12, 2021, the date of grant. ( 10 )25% of the options will become exercisable on each of 2/12/2022, 2/12/2023, 2/12/2024, and 2/12/2025.

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