FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

GREEN DARRYL 		2. Issuer Name and Ticker or Trading Symbol

ManpowerGroup Inc. [ MAN ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
COO & President
(Last)          (First)          (Middle)

MANPOWERGROUP INC., 100 MANPOWER PLACE 		3. Date of Earliest Transaction (MM/DD/YYYY)

2/15/2018
(Street)

MILWAUKEE, WI 53212
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   2/15/2018     A (1)    38198   A $0   (1) 44838   D    
Common Stock   2/15/2018     F (2)    17805   D $124.05   (3) 27033   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Restricted Stock Units   (4) $0.0   (4) 2/15/2018     A      6186         (4)   (4) Common Stock   6186.0   $0   6186   D    
Stock Option (Right to Buy)   (5) $122.87   (6) 2/15/2018     A      24158         (7) 2/15/2028   Common Stock   24158.0   $0   24158   D    
Restricted Stock Units   $124.05   (3) 2/15/2018     F         261      (8)   (8) Common Stock   261.0   $0   5925   D    

Explanation of Responses:
(1)  Shares acquired in settlement of performance share units granted in 2015 (which were not derivative securities received under the Company's 2011 Equity Incentive Plan, exempt under Rule 16b-3).
(2)  Stock withheld by the Issuer to satisfy tax withholding obligations on shares acquired on February 15, 2018 in settlement of performance share units.
(3)  Represents the opening stock price on the New York Stock Exchange on February 15, 2018.
(4)  Award of restricted stock units under the 2011 Equity Incentive Plan of the Company. The restricted stock units will vest 100% on February 15, 2021 and will be settled in shares of ManpowerGroup common stock on a 1 for 1 basis.
(5)  Stock Option grant under the 2011 Equity Incentive Plan of the Company.
(6)  Represents the closing stock price on the New York Stock Exchange on February 15, 2018, the date of the grant.
(7)  25% of the options will become exercisable each on 2/15/2019, 2/15/2020, 2/15/2021, and 2/15/2022.
(8)  Restricted stock units ("RSUs") withheld by the Issuer to satisfy both FICA tax withholding obligations on unvested RSUs, and related income tax withholding obligations on the RSUs so withheld. This obligation is a result of the person having met the retirement eligibility requirements of the grant.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
GREEN DARRYL
MANPOWERGROUP INC.
100 MANPOWER PLACE
MILWAUKEE, WI 53212

COO & President

Signatures
/s/ Richard Buchband (pursuant to Power of Attorney previously filed) 2/16/2018
** 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 control number.
ManpowerGroup (NYSE:MAN)
Historical Stock Chart
From Mar 2024 to Apr 2024 Click Here for more ManpowerGroup Charts.
ManpowerGroup (NYSE:MAN)
Historical Stock Chart
From Apr 2023 to Apr 2024 Click Here for more ManpowerGroup Charts.