SEC FORM 4

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Ferraro John Francis

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

3. Date of Earliest Transaction (Month/Day/Year)
01/01/2024

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	01/01/2024		A⁽¹⁾		2,265	A	$79.47⁽²⁾	2,265	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 (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)
Deferred Stock Units	⁽³⁾	01/01/2024		A⁽⁴⁾		54		⁽³⁾	⁽³⁾	Common Stock	54	$78.68⁽⁵⁾	1,494	D
Deferred Stock Units	⁽³⁾	01/01/2024		A⁽⁴⁾		71		⁽³⁾	⁽³⁾	Common Stock	71	$78.68⁽⁵⁾	1,970	D
Deferred Stock Units	⁽³⁾	01/01/2024		A⁽⁴⁾		67		⁽³⁾	⁽³⁾	Common Stock	67	$78.68⁽⁵⁾	1,926	D
Deferred Stock Units	⁽⁶⁾	01/01/2024		A⁽⁴⁾		37		⁽⁶⁾	⁽⁶⁾	Common Stock	37	$78.68⁽⁵⁾	1,036	D
Deferred Stock Units	⁽⁶⁾	01/01/2024		A⁽⁴⁾		54		⁽⁶⁾	⁽⁶⁾	Common Stock	54	$78.68⁽⁵⁾	1,506	D
Deferred Stock Units	⁽⁶⁾	01/01/2024		A⁽⁴⁾		79		⁽⁶⁾	⁽⁶⁾	Common Stock	79	$78.68⁽⁵⁾	2,182	D
Deferred Stock Units	⁽⁷⁾	01/01/2024		A⁽⁴⁾		103		⁽⁷⁾	⁽⁷⁾	Common Stock	103	$78.68⁽⁵⁾	2,865	D
Deferred Stock Units	⁽⁷⁾	01/01/2024		A⁽⁴⁾		55		⁽⁷⁾	⁽⁷⁾	Common Stock	55	$78.68⁽⁵⁾	1,517	D
Deferred Stock Units	⁽⁸⁾	01/01/2024		A⁽⁴⁾		74		⁽⁸⁾	⁽⁸⁾	Common Stock	74	$78.68⁽⁵⁾	2,042	D
Deferred Stock Units	⁽⁹⁾	01/01/2024		A⁽⁴⁾		74		⁽⁹⁾	⁽⁹⁾	Common Stock	74	$78.68⁽⁵⁾	2,049	D
Deferred Stock Units	⁽⁹⁾	01/01/2024		A⁽⁴⁾		77		⁽⁹⁾	⁽⁹⁾	Common Stock	77	$78.68⁽⁵⁾	2,132	D

Explanation of Responses:

1. Annual grant of restricted 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").

2. Represents the Market Price (as defined in the Plan) on the last trading day of 2023.

3. 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, 2025 or within 30 days after the reporting person's termination of service as a director, except as otherwise provided in the Terms and Conditions.

4. Receipt of deferred stock under the Plan and the Terms and Conditions in lieu of dividends.

5. Represents the Average Trading Price (as defined in the Terms and Conditions).

6. 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, 2026 or within 30 days after the reporting person's termination of service as a director, except as otherwise provided in the Terms and Conditions.

7. 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, 2027 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. 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, 2028 or within 30 days after the reporting person's termination of service as a director, except as otherwise provided in the Terms and Conditions.

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, 2029 or within 30 days after the reporting person's termination of service as a director, except as otherwise provided in the Terms and Conditions.

	/s/ Richard Buchband (pursuant to Power of Attorney previously filed)	01/03/2024
	** Signature of Reporting Person	Date
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* 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).
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