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
 
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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*
DOWNE WILLIAM

(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
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
Rule 10b5-1(c) Transaction Indication

  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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 01/01/2024 M 1,298 A (1) 29,401 D
Common Stock 01/01/2024 M 2,049 A (1) 31,450 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Deferred Stock Units (2) 01/01/2024 A(3) 47 (2) (2) Common Stock 47 $78.68(4) 1,298 D
Deferred Stock Units (2) 01/01/2024 A(3) 74 (2) (2) Common Stock 74 $78.68(4) 2,049 D
Deferred Stock Units (5) 01/01/2024 A(3) 50 (5) (5) Common Stock 50 $78.68(4) 1,394 D
Deferred Stock Units (6) 01/01/2024 A(3) 51 (6) (6) Common Stock 51 $78.68(4) 1,409 D
Deferred Stock Units (6) 01/01/2024 A(3) 139 (6) (6) Common Stock 139 $78.68(4) 3,870 D
Deferred Stock Units (6) 01/01/2024 A(3) 54 (6) (6) Common Stock 54 $78.68(4) 1,494 D
Deferred Stock Units (6) 01/01/2024 A(3) 71 (6) (6) Common Stock 71 $78.68(4) 1,970 D
Deferred Stock Units (7) 01/01/2024 A(3) 115 (7) (7) Common Stock 115 $78.68(4) 3,194 D
Deferred Stock Units (7) 01/01/2024 A(3) 86 (7) (7) Common Stock 86 $78.68(4) 2,396 D
Deferred Stock Units (7) 01/01/2024 A(3) 54 (7) (7) Common Stock 54 $78.68(4) 1,506 D
Deferred Stock Units (7) 01/01/2024 A(3) 43 (7) (7) Common Stock 43 $78.68(4) 1,207 D
Deferred Stock Units (8) 01/01/2024 A(3) 103 (8) (8) Common Stock 103 $78.68(4) 2,865 D
Deferred Stock Units (8) 01/01/2024 A(3) 68 (8) (8) Common Stock 68 $78.68(4) 1,891 D
Deferred Stock Units (9) 01/01/2024 A(10) 2,265 (9) (9) Common Stock 2,265 $79.47(11) 2,265 D
Deferred Stock Units (8) 01/01/2024 A(12) 1,614 (8) (8) Common Stock 1,614 $78.68(4) 1,614 D
Deferred Stock Units (8) 01/01/2024 A(3) 51 (8) (8) Common Stock 51 $78.68(4) 1,415 D
Deferred Stock Units (13) 01/01/2024 A(3) 74 (13) (13) Common Stock 74 $78.68(4) 2,042 D
Deferred Stock Units (2) 01/01/2024 M 1,298 01/01/2024 01/01/2024 Common Stock 1,298 (1) 0 D
Deferred Stock Units (2) 01/01/2024 M 2,049 01/01/2024 01/01/2024 Common Stock 2,049 (1) 0 D
Deferred Stock Units (7) 01/01/2024 A(3) 70 (7) (7) Common Stock 70 $78.68(4) 1,955 D
Deferred Stock Units (13) 01/01/2024 A(3) 51 (13) (13) Common Stock 51 $78.68(4) 1,415 D
Explanation of Responses:
1. Settlement of shares of deferred stock in shares of ManpowerGroup common stock on a 1 for 1 basis.
2. The shares of deferred stock are fully vested on the date of grant and were settled in shares of ManpowerGroup common stock on a 1 for 1 basis on January 1, 2024.
3. Receipt of deferred stock under the Plan and the Terms and Conditions in lieu of dividends.
4. Represents the Average Trading Price (as defined in the Terms and Conditions).
5. 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 May 3, 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.
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, 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.
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, 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.
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, 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.
9. The shares of deferred stock vest in quarterly installments on the last day of each calendar quarter during 2024 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 (as defined below).
10. Annual 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").
11. Represents the Market Price (as defined in the Plan) on the last trading day of 2023.
12. Receipt 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 2023.
13. 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.
/s/ Richard Buchband (pursuant to Power of Attorney previously filed) 01/03/2024
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.