SEC Form 4 · accession 0000871763-19-000016
ManpowerGroup Inc. · MAN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
William Downe
Director
Period of report
Jan 1, 2019
Accepted (ET)
Jan 3, 2019 · 4:48 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000871763
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Deferred StockF3,F1 | — | Jan 1, 2019 | A | 2,469 | A | — | — | Common Stock | 2,469 | 2,469 | D |
| Deferred StockF6,F4 | — | Jan 1, 2019 | A | 1,630 | A | — | — | Common Stock | 1,630 | 1,630 | D |
| Deferred StockF6,F7 | — | Jan 1, 2019 | A | 29 | A | — | — | Common Stock | 29 | 1,298 | D |
| Deferred StockF6,F7 | — | Jan 1, 2019 | A | 62 | A | — | — | Common Stock | 62 | 2,752 | D |
| Deferred StockF6,F7 | — | Jan 1, 2019 | A | 46 | A | — | — | Common Stock | 46 | 2,065 | D |
| Deferred StockF6,F7 | — | Jan 1, 2019 | A | 23 | A | — | — | Common Stock | 23 | 1,041 | D |
| Deferred StockF6,F4 | — | Jan 1, 2019 | A | 27 | A | — | — | Common Stock | 27 | 1,219 | D |
| Deferred StockF6,F9 | — | Jan 1, 2019 | A | 27 | A | — | — | Common Stock | 27 | 1,219 | D |
| Deferred StockF6,F10 | — | Jan 1, 2019 | A | 25 | A | — | — | Common Stock | 25 | 1,119 | D |
| Deferred StockF6,F10 | — | Jan 1, 2019 | A | 40 | A | — | — | Common Stock | 40 | 1,766 | D |
| Deferred StockF6,F11 | — | Jan 1, 2019 | A | 27 | A | — | — | Common Stock | 27 | 1,202 | D |
| Deferred StockF6,F12 | — | Jan 1, 2019 | A | 27 | A | — | — | Common Stock | 27 | 1,214 | D |
| Deferred StockF6,F12 | — | Jan 1, 2019 | A | 38 | A | — | — | Common Stock | 38 | 1,697 | D |
| Deferred StockF6,F12 | — | Jan 1, 2019 | A | 29 | A | — | — | Common Stock | 29 | 1,287 | D |
| Deferred StockF6,F12 | — | Jan 1, 2019 | A | 75 | A | — | — | Common Stock | 75 | 3,334 | D |
Explanation of responses
- F1The shares of deferred stock vest in quarterly installments on the last day of each calendar quarter during 2019 and will be settled in shares of ManpowerGroup common stock on a 1 for 1 basis on the earlier of January 1, 2022 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).
- 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, 2024 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 May 3, 2024 or within 30 days after the reporting person's termination of service as s director, except as otherwise provided in the Terms and Conditions.
- F12The shares of deferred stock are fully vested 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.
- F2Annual 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 Regarding the Grant of Awards to Non-Employee Directors under the Plan (the "Terms and Conditions").
- F3Represents the Market Price (as defined in the Plan) on the last trading day of 2018.
- F4The 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, 2022 or within 30 days after the reporting person's termination of service as a director, except as otherwise provided in the Terms and Conditions.
- F5Receipt 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 2018.
- F6Represents the Average Trading Price (as defined in the Terms and Conditions).
- F7The 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.
- F8Receipt of deferred stock under the Plan and the Terms and Conditions in lieu of dividends.
- F9These shares of deferred stock are fully vested and will be settled in shares of ManpowerGroup common stock on a 1 for 1 basis on the earlier of January 1, 2023 or within 30 days after the reporting person's termination of service as a director, except as otherwise provided in the Terms and Conditions.