Prising Jonas Form 4 ManpowerGroup / JONAS PRISING ownership change

SEC Form 4

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 WI 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)
02/12/2021

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/12/2021		A(1)		21,975	A	(1)	21,975	D
Common Stock	02/12/2021		F(2)		10,323	D	$92.49(3)	11,652	D
Common Stock	02/15/2021		A		15,834	A	(4)	27,486	D
Common Stock	02/15/2021		F(5)		7,070	D	$92.49(3)	20,416	D
Common Stock	02/16/2021		G		20,416	D	$0.00	0	D
Common Stock								263,512	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units(6)	$0.00(6)	02/12/2021		A		21,624		(6)	(6)	Common Stock	21,624	$0.00	21,624	D
Stock Option (Right to Buy)(7)	$92.49(8)	02/12/2021		A		87,605		(9)	02/12/2031	Common Stock	87,605	$0.00	87,605	D
Restricted Stock Units	(4)	02/15/2021		M		15,834		(4)	(4)	Common Stock	15,834	$0.00	0	D

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 12, 2021 in settlement of performance share units.

3. Represents the closing price on the New York Stock Exchange on February 12, 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. 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.

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

8. Represents the closing price on the New York Stock Exchange on February 12, 2021, the date of grant.

9. 25% of the options will become exercisable on each of 2/12/2022, 2/12/2023, 2/12/2024, and 2/12/2025.

Remarks:

	/s/ Richard Buchband (pursuant to Power of Attorney previously filed)	02/16/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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