SEC Form 4 · accession 0000921895-16-004422

BRINKS CO · BCO

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Peter A Feld

Director

Period of report

May 6, 2016

Accepted (ET)

May 10, 2016 · 9:44 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000078890

Table I — non-derivative securities

Security	Date	Code	Shares	A/D	Owned after	D/I	Nature of ownership
Common Stock, $1.00 Par Value^F1	holding	—	—	—	2,880,674	I	By Starboard Value and Opportunity Master Fund Ltd
Common Stock, $1.00 Par Value^F2	holding	—	—	—	618,266	I	By Starboard Value and Opportunity S LLC
Common Stock, $1.00 Par Value^F3	holding	—	—	—	339,235	I	By Starboard Value and Opportunity C LP
Common Stock, $1.00 Par Value^F4	holding	—	—	—	740,755	I	By Managed Account of Starboard Value LP

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Deferred Stock Units^F7	—	May 6, 2016	A	3,714	A	—	—	Common Stock, $1.00 Par Value	3,714	3,714	D
Cash-Settled Total Return Swap^F1,F5,F6	$30.0712	holding	—	—	—	—	Jul 28, 2016	Common Stock, $1.00 Par Value	50,700	1	I
Cash-Settled Total Return Swap^F1,F5,F6	$30.2221	holding	—	—	—	—	Jul 29, 2016	Common Stock, $1.00 Par Value	50,700	1	I
Cash-Settled Total Return Swap^F1,F5,F6	$28.9631	holding	—	—	—	—	Aug 29, 2016	Common Stock, $1.00 Par Value	27,640	1	I
Cash-Settled Total Return Swap^F1,F5,F6	$28.983	holding	—	—	—	—	Sep 1, 2016	Common Stock, $1.00 Par Value	134,175	1	I
Cash-Settled Total Return Swap^F1,F5,F6	$30.0826	holding	—	—	—	—	Aug 30, 2016	Common Stock, $1.00 Par Value	69,100	1	I
Cash-Settled Total Return Swap^F1,F5,F6	$31.362	holding	—	—	—	—	Aug 31, 2016	Common Stock, $1.00 Par Value	20,730	1	I
Cash-Settled Total Return Swap^F1,F5,F6	$30.1865	holding	—	—	—	—	Sep 6, 2016	Common Stock, $1.00 Par Value	18,000	1	I
Cash-Settled Total Return Swap^F1,F5,F6	$29.4758	holding	—	—	—	—	Sep 12, 2016	Common Stock, $1.00 Par Value	25,000	1	I
Cash-Settled Total Return Swap^F1,F5,F6	$29.8014	holding	—	—	—	—	Sep 20, 2016	Common Stock, $1.00 Par Value	25,000	1	I
Cash-Settled Total Return Swap^F1,F5,F6	$29.0177	holding	—	—	—	—	Sep 21, 2016	Common Stock, $1.00 Par Value	25,000	1	I
Cash-Settled Total Return Swap^F1,F5,F6	$26.535	holding	—	—	—	—	Oct 28, 2016	Common Stock, $1.00 Par Value	40,000	1	I
Cash-Settled Total Return Swap^F1,F5,F6	$26.47	holding	—	—	—	—	Oct 31, 2016	Common Stock, $1.00 Par Value	70,000	1	I
Cash-Settled Total Return Swap^F1,F5,F6	$26.872	holding	—	—	—	—	Oct 31, 2016	Common Stock, $1.00 Par Value	400,000	1	I
Cash-Settled Total Return Swap^F1,F5,F6	$27.329	holding	—	—	—	—	Nov 1, 2016	Common Stock, $1.00 Par Value	300,000	1	I
Cash-Settled Total Return Swap^F1,F5,F6	$27.956	holding	—	—	—	—	Nov 2, 2016	Common Stock, $1.00 Par Value	200,000	1	I

Explanation of responses

F1Securities owned directly by Starboard Value and Opportunity Master Fund Ltd ("Starboard V&O Fund"). The Reporting Person, solely by virtue of his position as a member of the Management Committee of Starboard Value GP LLC ("Starboard Value GP"), the general partner of the investment manager of Starboard V&O Fund, and as a member and member of the Management Committee of Starboard Principal Co GP LLC ("Principal GP"), the general partner of the member of Starboard Value GP, may be deemed to beneficially own the securities directly held by Starboard V&O Fund for purposes of Section 16 of the Securities Exchange Act of 1934, as amended ("Section 16"). The Reporting Person expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
F2Securities owned directly by Starboard Value and Opportunity S LLC ("Starboard S LLC"). The Reporting Person, solely by virtue of his position as a member of the Management Committee of Starboard Value GP, the general partner of the manager of Starboard S LLC, and as a member and member of the Management Committee of Principal GP, the general partner of the member of Starboard Value GP, may be deemed to beneficially own the securities directly held by Starboard S LLC for purposes of Section 16. The Reporting Person expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
F3Securities owned directly by Starboard Value and Opportunity C LP ("Starboard C LP"). The Reporting Person, solely by virtue of his position as a member of the Management Committee of Starboard Value GP, the general partner of the investment manager of Starboard C LP, and as a member and member of the Management Committee of Principal GP, the general partner of the member of Starboard Value GP, may be deemed to beneficially own the securities directly held by Starboard C LP for purposes of Section 16. The Reporting Person expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
F4Securities held in an account managed by Starboard Value LP (the "Managed Account"). The Reporting Person, solely by virtue of his position as a member of the Management Committee of Starboard Value GP, the general partner of Starboard Value LP, and as a member and member of the Management Committee of Principal GP, the general partner of the member of Starboard Value GP, may be deemed to beneficially own the securities held in the Managed Account for purposes of Section 16. The Reporting Person expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
F5Starboard V&O Fund has entered into certain cash-settled total return swap agreements (the "Swap Agreements") with an unaffiliated third party financial institution, which provide Starboard V&O Fund with economic exposure to an aggregate of 1,456,045 notional shares. The Swap Agreements provide Starboard V&O Fund with economic results that are comparable to the economic results of ownership but do not provide Starboard V&O Fund with the power to vote or direct the voting or dispose of or direct the disposition of the shares of common stock that are the subject of the Swap Agreements (the "Subject Shares"). The Reporting Person expressly disclaims beneficial ownership of the Subject Shares except to the extent of his pecuniary interest therein.
F6Represents the reference price associated with the applicable Swap Agreement.
F7Subject to the terms and conditions of the Non-Employee Directors' Equity Plan and a Deferred Stock Units Award Agreement (the "Award Agreement"), the Reporting Person has been granted Deferred Stock Units ("DSUs") that are subject to a one year vesting period that accelerates upon a change in control of the Issuer. The DSUs will be settled in Common Stock on a one-for-one basis upon vesting. Pursuant to terms of the Award Agreement, the DSUs will be forfeited if the Reporting Person ceases to serve as a member of the Board of Directors of the Issuer prior to the expiration of the vesting period.