SEC Form 4 · accession 0000871763-18-000036

ManpowerGroup Inc. · MAN

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

John R Walter

Director

Period of report

Jan 1, 2018

Accepted (ET)

Jan 3, 2018 · 5:18 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000871763

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I
Common Stock^F1	Jan 1, 2018	M	1,192	—	A	9,791	D
Common Stock^F1	Jan 1, 2018	M	2,095	—	A	11,886	D
Common Stock^F1	Jan 1, 2018	M	1,592	—	A	13,478	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Deferred Stock^F4,F2	—	Jan 1, 2018	A	873	A	—	—	Common Stock	873	873	D
Deferred Stock^F7,F5	—	Jan 1, 2018	A	1,269	A	—	—	Common Stock	1,269	1,269	D
Deferred Stock^F4,F8	—	Jan 1, 2018	A	19	A	Jan 1, 2018	Jan 1, 2018	Common Stock	19	1,192	D
Deferred Stock^F4,F8	—	Jan 1, 2018	A	33	A	Jan 1, 2018	Jan 1, 2018	Common Stock	33	2,095	D
Deferred Stock^F4,F8	—	Jan 1, 2018	A	26	A	—	—	Common Stock	26	1,592	D
Deferred Stock^F4,F10	—	Jan 1, 2018	A	48	A	—	—	Common Stock	48	3,028	D
Deferred Stock^F4,F10	—	Jan 1, 2018	A	18	A	—	—	Common Stock	18	1,094	D
Deferred Stock^F4,F10	—	Jan 1, 2018	A	28	A	—	—	Common Stock	28	1,726	D
Deferred Stock^F4,F11	—	Jan 1, 2018	A	55	A	—	—	Common Stock	55	3,422	D
Deferred Stock^F4,F11	—	Jan 1, 2018	A	20	A	—	—	Common Stock	20	1,258	D
Deferred Stock^F4,F11	—	Jan 1, 2018	A	27	A	—	—	Common Stock	27	1,659	D
Deferred Stock^F1,F8	—	Jan 1, 2018	M	1,192	D	Jan 1, 2018	Jan 1, 2018	Common Stock	1,192	0	D
Deferred Stock^F1,F8	—	Jan 1, 2018	M	2,095	D	Jan 1, 2018	Jan 1, 2018	Common Stock	2,095	0	D
Deferred Stock^F1,F8	—	Jan 1, 2018	M	1,592	D	Jan 1, 2018	Jan 1, 2018	Common Stock	1,592	0	D

Explanation of responses

F1Settlement of shares of deferred stock in shares of ManpowerGroup common stock on a 1 for 1 basis.
F10The 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, 2019 or within 30 days after the reporting person's termination of service as a director, except as otherwise provided in the Terms and Conditions.
F11The 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, 2020 or within 30 days after the reporting person's termination of service as a director, except as otherwise provided in the Terms and Conditions.
F2The 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, 2021 or within 30 days after the reporting person's termination of service as a director, except as otherwise provided in the Terms and Conditions.
F3Receipt of deferred stock under the Plan and the Terms and Conditions in lieu of 100% of the Retainer (as defined in the Terms and Conditions) for 2017.
F4Represents the Average Trading Price (as defined in the Terms and Conditions).
F5The shares of deferred stock vest in quarterly installments on the last day of each calendar quarter during 2018 and will be settled in shares of ManpowerGroup common stock on a 1 for 1 basis on the earlier of January 1, 2021 or within 30 days after the reporting person's termination of service as a director, except as otherwise provided in the Terms and Conditions (as defined below).
F6Annual grant of deferred 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").
F7Represents the Market Price (as defined in the Plan) on the last trading day of 2017.
F8The 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, 2018 or within 30 days after the reporting person's termination of service as a director, except as otherwise provided in the Terms and Conditions.
F9Receipt of deferred stock under the Plan and the Terms and Conditions in lieu of dividends.