SEC Info - Prising Jonas - ‘4’ for 2/14/20 re: ManpowerGroup Inc.

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

PRISING JONAS

(Last)

(First)

(Middle)

MANPOWERGROUP INC.

100 MANPOWER PLACE

(Street)

MILWAUKEE

53212

(City)

(State)

(Zip)

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
X	Officer (give title below)	Other (specify below)
CEO

3. Date of Earliest Transaction (Month/Day/Year)
2/14/20

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	2/14/20		A ⁽¹⁾		44,892	A	⁽¹⁾	44,892	D
Common Stock	2/18/20		F ⁽²⁾		21,212	D	$92.21 ⁽³⁾	23,680	D
Common Stock	2/18/20		G		23,680	D	$0.00	0	D
Common Stock								243,096	I	By revocable trust

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units ⁽⁴⁾	$0.00 ⁽⁴⁾	2/14/20		A		21,575		⁽⁴⁾	⁽⁴⁾	Common Stock	21,575	$0.00	21,575	D
Stock Option (Right to Buy) ⁽⁵⁾	$92.7 ⁽⁶⁾	2/14/20		A		105,541		⁽⁷⁾	2/14/30	Common Stock	105,541	$0.00	105,541	D

Explanation of Responses:

(1) 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).

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

(3) Represents the opening price on the New York Stock Exchange on February 18, 2020.

(4) 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.

(5) Stock Option grant under the 2011 Equity Incentive Plan of the Company.

(6) Represents the closing price on the New York Stock Exchange on February 14, 2020, the date of grant.

(7) 25% of the options will become exercisable on each of 2/14/21, 2/14/22, 2/14/23, and 2/14/24.

Remarks:

	/s/ Richard Buchband (pursuant to Power of Attorney previously filed)	2/18/20
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

____________ Transaction Codes:
A	Grant, award or other acquisition pursuant to Rule 16b-3(d).
F	Payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3.
G	Bona fide gift.

Prising Jonas – ‘4’ for 2/14/20 re: ManpowerGroup Inc.

On: Tuesday, 2/18/20, at 4:38pm ET · For: 2/14/20 · Accession #: 1209191-20-10176 · File #: 1-10686

Previous ‘4’: ‘4’ on 2/11/20 for 2/9/20 · Next: ‘4’ on 4/3/20 for 4/1/20 · Latest: ‘4’ on 4/5/24 for 4/3/24

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Prising Jonas – ‘4’ for 2/14/20 re: ManpowerGroup Inc.

On: Tuesday, 2/18/20, at 4:38pm ET · For: 2/14/20 · Accession #: 1209191-20-10176 · File #: 1-10686

Previous ‘4’: ‘4’ on 2/11/20 for 2/9/20 · Next: ‘4’ on 4/3/20 for 4/1/20 · Latest: ‘4’ on 4/5/24 for 4/3/24

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
Filing Table of Contents