Ownership Submission
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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
PRISING JONAS
  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
__X__ Officer (give title below) _____ Other (specify below)
Chairman & CEO
(Last)
(First)
(Middle)
MANPOWERGROUP INC., 100 MANPOWER PLACE
3. Date of Earliest Transaction (Month/Day/Year)
02/15/2019
(Street)

MILWAUKEE, WI 53212
4. If Amendment, Date 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
(City)
(State)
(Zip)
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 02/15/2019   A(1)   57,547 A $ 0 (1) 57,547 D  
Common Stock 02/15/2019   F(2)   25,349 D $ 84.15 (3) 32,198 D  
Common Stock 02/16/2019   M   21,238 A $ 0 (4) 53,436 D  
Common Stock 02/19/2019   F(5)   8,227 D $ 84.15 (3) 45,209 D  
Common Stock 02/19/2019   G(6)   45,209 D $ 0 0 D  
Common Stock               212,805 I By revocable trust

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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 Underlying Securities
(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 (7) $ 0 (7) 02/15/2019   A   21,912     (7)   (7) Common Stock 21,912 $ 0 21,912 D  
Stock Option (Right to Buy) (8) $ 84.43 (9) 02/15/2019   A   104,050     (10) 02/15/2029 Common Stock 104,050 $ 0 104,050 D  
Restricted Stock Units (4) (4) 02/16/2019   M   21,238     (4)   (4) Common Stock 21,238 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
PRISING JONAS
MANPOWERGROUP INC.
100 MANPOWER PLACE
MILWAUKEE, WI 53212
  X     Chairman & CEO  

Signatures

 /s/ Richard Buchband (pursuant to Power of Attorney previously filed)   02/19/2019
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Shares acquired in settlement of performance share units granted in 2016 (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, 2019 in settlement of performance share units.
(3) Represents the opening stock price on the New York Stock Exchange on February 19, 2019.
(4) The restricted stock units vested on February 16, 2019 and were settled in shares of ManpowerGroup common stock on a 1 for 1 basis.
(5) Shares withheld by Issuer to satisfy tax withholding obligations on shares acquired in settlement of restricted stock units.
(6) Gift of shares to revocable trust.
(7) Award of restricted stock units under the 2011 Equity Incentive Plan of the Company. The restricted stock units will vest 100% on February 15, 2022 and will be settled in shares of ManpowerGroup common stock on a 1 for 1 basis.
(8) Stock Option grant under the 2011 Equity Incentive Plan of the Company.
(9) Represents the closing stock price on the New York Stock Exchange on February 15, 2019, the date of the grant.
(10) 25% of the options will become exercisable each on 2/15/2020, 2/15/2021, 2/15/2022, and 2/15/2023.

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