Statement of acquisition of beneficial ownership by individuals



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UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549




SCHEDULE 13G




Under the Securities
Exchange Act of 1934


( Amendment No. )*



ManpowerG roup Inc.



(Name of Issuer)



Common Stock



(Title of Class of Securities)



56418H100



(CUSIP Number)



December 31,
2020



(Date of Event which Requires Filing
of this Statement)




Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:




x


Rule
13d-1(b)




¨


Rule
13d-1(c)




¨


Rule
13d-1(d)




*

The remainder of this cover page
shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter disclosures provided in a prior cover page.



The information required on the remainder of
this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934
("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).



















































CUSIP No. 56418H100




13G




Page 2 of 4 Pages




















































1.




NAMES OF REPORTING PERSONS





Victory Capital Management Inc.





I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)




13-2700161






2.




CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP




(see instructions)




(a)


¨




(b)


¨





3.




SEC USE ONLY









4.




CITIZENSHIP OR PLACE OF ORGANIZATION








New York














































NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH




5.





SOLE
VOTING POWER








2,837,187





6.




SHARED VOTING POWER








0




7.




SOLE DISPOSITIVE POWER








2,957,653




8.




SHARED DISPOSITIVE POWER








0








































































9.




AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON






2,957,653





10.




CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES




(see instructions)


¨





11.




PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)






5.14%





12.




TYPE OF REPORTING PERSON (see instructions)






IA








































































CUSIP No. 56418H100




13G




Page 3 of 4 Pages









Item 1.


























(a)



Name of Issuer



ManpowerGroup






(b)



Address of Issuer’s Principal Executive Offices



100 Manpower Place



Milwaukee, W 53212








Item 2.
























































(a)



Name of Persons Filing




Victory Capital Management Inc.







(b)



Address of the Principal Office or, if none, residence


4900 Tiedeman Rd. 4

th

Floor



Brooklyn, OH 44144








(c)



Citizenship




New York







(d)



Title of Class of Securities




Common Stock







(e)



CUSIP Number




56418H100







Item 3.  If this statement is filed
pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:






























































































































(a)



¨



Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).








(b)



¨



Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).








(c)



¨



Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).








(d)



¨



Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).








(e)



x



An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);








(f)



¨



An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);








(g)



¨



A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);








(h)



¨



A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);








(i)



¨



A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);








(j)



¨



Group, in accordance with §240.13d-1(b)(1)(ii)(J).








Item 4.  Ownership.





















Provide the following information regarding
the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

















































































































(a)




Amount beneficially owned:  2,957,653









(b)




Percent of class:  5.14%









(c)




Number of shares as to which the person has:











(i)




Sole
power to vote or to direct the vote:  2,837,187












(ii)



Shared power to vote or to direct the vote:  0











(iii)



Sole power to dispose or to direct the disposition of:  2,957,653











(iv)



Shared power to dispose or to direct the disposition of:  0




Instruction

. For computations regarding
securities which represent a right to acquire an underlying security

see

§240.13d-3(d)(1).










Item 5.  Ownership of Five Percent
or Less of a Class.




If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following


¨




Item 6.  Ownership of More than
Five Percent on Behalf of Another Person.



The clients of Victory Capital Management Inc.,
including investment companies registered under the Investment Company Act of 1940 and separately managed accounts, have the
right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the class of
securities reported herein. No client has the right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, more than 5% of such class.






Item 7.  Identification and Classification
of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.



Not applicable




Item 8.  Identification and Classification
of Members of the Group.



Not applicable.




Item 9.  Notice of Dissolution
of Group.



Not applicable.




Item 10.  Certification.


















































(a)




The following certification shall be included if the statement is filed pursuant to §240.13d-1(b):











By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.






























































CUSIP No. 56418H100




13G




Page 4 of 4 Pages








After reasonable inquiry
and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.



























2/9/2021



Date





/s/
Colin S. Kinney



Signature





Colin
S. Kinney / Chief Compliance Officer



Name/Title






The above information was disclosed in a filing to the SEC. To see the filing, click here.

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Other recent filings from the company include the following:

Manpowergroup Reports 2Nd Quarter 2021 Results - July 20, 2021

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