JONAS PRISING - 11 Feb 2022 Form 4 Insider Report for ManpowerGroup Inc. (MAN)

Role: CEO, Director
Signature: /s/ Richard Buchband (pursuant to Power of Attorney previously filed)
Issuer symbol: MAN
Transactions as of: 11 Feb 2022
Transactions value $: -$3,295,716
Form type: 4
Filing time: 15 Feb 2022, 16:51:21 UTC
Previous filing: 04 Jan 2022
Next filing: 01 Apr 2022
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	MAN	Common Stock	Award		+41.4K			41.4K	11 Feb 2022	Direct	F1
transaction	MAN	Common Stock	Tax liability	-$2.13M	-19.5K	-46.98%	$109.69	22K	14 Feb 2022	Direct	F2, F3
transaction	MAN	Common Stock	Award		+23.7K	+107.95%		45.7K	15 Feb 2022	Direct	F4
transaction	MAN	Common Stock	Tax liability	-$1.16M	-10.6K	-23.12%	$110.03	35.1K	15 Feb 2022	Direct	F5, F6
transaction	MAN	Common Stock	Gift	$0	-35.1K	-100%	$0.00^*	0	15 Feb 2022	Direct
holding	MAN	Common Stock						299K	11 Feb 2022	By revocable trust

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	MAN	Restricted Stock Units	Award	$0	+36.5K		$0.00	36.5K	11 Feb 2022	Common Stock	36.5K		Direct	F7
transaction	MAN	Restricted Stock Units	Options Exercise	$0	+23.7K		$0.00^*	0	15 Feb 2022	Common Stock	23.7K		Direct	F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Shares acquired in settlement of performance share units granted in 2019 (which were not derivative securities received under the Company's 2011 Equity Incentive Plan, exempt under Rule 16b-3).
F2	Shares withheld by Issuer to satisfy tax withholding obligations on shares acquired on February 11, 2022 in settlement of performance share units.
F3	Represents the opening price on the New York Stock Exchange on February 14, 2022.
F4	The restricted stock units vested on February 15, 2022 and were settled in shares of ManpowerGroup common stock on a 1 for 1 basis upon vesting.
F5	Shares withheld by the Issuer to satisfy the tax withholding obligations on shares acquired on February 15, 2022 in settlement of restricted stock units.
F6	Represents the opening price on the New York Stock Exchange on February 15, 2022.
F7	Award of restricted stock units under the 2011 Equity Incentive Plan of the Company. The restricted stock units will vest 100% on February 11, 2025 and will be settled in shares of ManpowerGroup common stock on a 1 for 1 basis.