SEC Form 4 · accession 0000921895-16-005220
BRINKS CO · BCO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Peter A Feld
Director
Period of report
Jul 21, 2016
Accepted (ET)
Jul 25, 2016 · 5:26 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000078890
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, $1.00 Par ValueF1 | holding | — | — | — | 2,880,674 | I | By Starboard Value and Opportunity Master Fund Ltd | |
| Common Stock, $1.00 Par ValueF2 | holding | — | — | — | 618,266 | I | By Starboard Value and Opportunity S LLC | |
| Common Stock, $1.00 Par ValueF3 | holding | — | — | — | 339,235 | I | By Starboard Value and Opportunity C LP | |
| Common Stock, $1.00 Par ValueF4 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Cash-Settled Total Return SwapF6,F8,F9,F1,F5 | $30.0712 | Jul 21, 2016 | S | 1 | D | — | Jul 28, 2016 | Common Stock, $1.00 Par Value | 0 | 0 | I |
| Cash-Settled Total Return SwapF6,F8,F9,F1,F5 | $30.2221 | Jul 21, 2016 | S | 1 | D | — | Jul 29, 2016 | Common Stock, $1.00 Par Value | 0 | 0 | I |
| Cash-Settled Total Return SwapF6,F8,F9,F1,F5 | $28.9631 | Jul 21, 2016 | S | 1 | D | — | Aug 29, 2016 | Common Stock, $1.00 Par Value | 0 | 0 | I |
| Cash-Settled Total Return SwapF6,F8,F9,F1,F5 | $28.983 | Jul 21, 2016 | S | 1 | D | — | Sep 1, 2016 | Common Stock, $1.00 Par Value | 0 | 0 | I |
| Cash-Settled Total Return SwapF6,F8,F9,F1,F5 | $30.0826 | Jul 21, 2016 | S | 1 | D | — | Aug 30, 2016 | Common Stock, $1.00 Par Value | 0 | 0 | I |
| Cash-Settled Total Return SwapF6,F8,F9,F1,F5 | $31.362 | Jul 21, 2016 | S | 1 | D | — | Aug 31, 2016 | Common Stock, $1.00 Par Value | 0 | 0 | I |
| Cash-Settled Total Return SwapF6,F8,F9,F1,F5 | $30.1865 | Jul 21, 2016 | S | 1 | D | — | Sep 6, 2016 | Common Stock, $1.00 Par Value | 0 | 0 | I |
| Cash-Settled Total Return SwapF6,F8,F9,F1,F5 | $29.4758 | Jul 21, 2016 | S | 1 | D | — | Sep 12, 2016 | Common Stock, $1.00 Par Value | 0 | 0 | I |
| Cash-Settled Total Return SwapF6,F8,F9,F1,F5 | $29.8014 | Jul 21, 2016 | S | 1 | D | — | Sep 20, 2016 | Common Stock, $1.00 Par Value | 0 | 0 | I |
| Cash-Settled Total Return SwapF6,F8,F9,F1,F5 | $29.0177 | Jul 21, 2016 | S | 1 | D | — | Sep 21, 2016 | Common Stock, $1.00 Par Value | 0 | 0 | I |
| Cash-Settled Total Return SwapF6,F8,F9,F1,F5 | $26.535 | Jul 21, 2016 | S | 1 | D | — | Oct 28, 2016 | Common Stock, $1.00 Par Value | 0 | 0 | I |
| Cash-Settled Total Return SwapF6,F8,F9,F1,F5 | $26.47 | Jul 21, 2016 | S | 1 | D | — | Oct 31, 2016 | Common Stock, $1.00 Par Value | 0 | 0 | I |
| Cash-Settled Total Return SwapF6,F8,F9,F1,F5 | $26.872 | Jul 21, 2016 | S | 1 | D | — | Oct 31, 2016 | Common Stock, $1.00 Par Value | 0 | 0 | I |
| Cash-Settled Total Return SwapF6,F8,F9,F1,F5 | $27.329 | Jul 21, 2016 | S | 1 | D | — | Nov 1, 2016 | Common Stock, $1.00 Par Value | 0 | 0 | I |
| Cash-Settled Total Return SwapF6,F8,F9,F1,F5 | $27.956 | Jul 21, 2016 | S | 1 | D | — | Nov 2, 2016 | Common Stock, $1.00 Par Value | 0 | 0 | I |
| Cash-Settled Total Return SwapF8,F9,F1 | $30.54 | Jul 21, 2016 | P | 1 | A | — | Dec 28, 2017 | Common Stock, $1.00 Par Value | 1,456,045 | 1 | I |
| Deferred Stock UnitsF7 | — | holding | — | — | — | — | — | Common Stock, $1.00 Par Value | 3,714 | 3,714 | D |
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.
- F5Previously, Starboard V&O Fund entered into certain cash-settled total return swap agreements (each an "Initial Swap Agreement" and collectively, the "Initial Swap Agreements") with an unaffiliated third party financial institution, which provided Starboard V&O Fund with economic exposure to an aggregate of 1,456,045 notional shares. The Inital Swap Agreements provided Starboard V&O Fund with economic results that were comparable to the economic results of ownership but did 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 were the subject of the Swap Agreements (the "Subject Shares"). The Reporting Person expressly disclaimed beneficial ownership of the Subject Shares except to the extent of his pecuniary interest therein.
- F6Represents the reference price associated with the applicable Initial 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.
- F8On July 21, 2016, each Initial Swap Agreement was terminated and Starboard V&O Fund entered into a new cash-settled total return swap agreement (the "Second Swap") with an unaffiliated third party financial institution, which provides Starboard V&O Fund with economic exposure to an aggregate of 1,456,045 notional shares. The Second Swap provides 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 Second Swap. The trades were executed at the closing market price on July 21, 2016.
- F9Pursuant to Rule 16a-4(b) under the Exchange Act, the settlement of the Initial Swap Agreements is being reported as a simultaneous purchase (which is exempt from Section 16(b) of the Exchange Act pursuant to Rule 16b-6(b) under the Exchange Act) and sale of the Subject Shares. The settlement of the Initial Swap Agreements and entry into the Second Swap were done simultaneously and therefore the deemed sale of the Subject Shares upon settlement of the Inital Swap Agreements and deemed purchase at the time of the establishment of the Second Swap were at the same price.