SEC Form 4 · accession 0000921895-17-001286

BRINKS CO · BCO

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

Reporting owner

Peter A Feld

Director

Period of report

May 1, 2017

Accepted (ET)

May 3, 2017 · 8:30 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 Value^F1	May 1, 2017	S	46,777	$60.8393	D	1,720,072	I	By Starboard Value and Opportunity Master Fund Ltd
Common Stock, $1.00 Par Value^F2	May 1, 2017	S	6,669	$60.8393	D	452,803	I	By Starboard Value and Opportunity S LLC
Common Stock, $1.00 Par Value^F3	May 1, 2017	S	3,659	$60.8393	D	248,449	I	By Starboard Value and Opportunity C LP
Common Stock, $1.00 Par Value^F4	May 1, 2017	S	7,990	$60.8393	D	542,511	I	By Managed Account of Starboard Value LP
Common Stock, $1.00 Par Value^F1	May 1, 2017	S	87,669	$60.7604	D	1,632,403	I	By Starboard Value and Opportunity Master Fund Ltd
Common Stock, $1.00 Par Value^F2	May 1, 2017	S	12,498	$60.7604	D	440,305	I	By Starboard Value and Opportunity S LLC
Common Stock, $1.00 Par Value^F3	May 1, 2017	S	6,858	$60.7604	D	241,591	I	By Starboard Value and Opportunity C LP
Common Stock, $1.00 Par Value^F4	May 1, 2017	S	14,975	$60.7604	D	527,536	I	By Managed Account of Starboard Value LP
Common Stock, $1.00 Par Value^F1	May 2, 2017	S	61,047	$60.0313	D	1,571,356	I	By Starboard Value and Opportunity Master Fund Ltd
Common Stock, $1.00 Par Value^F2	May 2, 2017	S	8,704	$60.0313	D	431,601	I	By Starboard Value and Opportunity S LLC
Common Stock, $1.00 Par Value^F3	May 2, 2017	S	4,775	$60.0313	D	236,816	I	By Starboard Value and Opportunity C LP
Common Stock, $1.00 Par Value^F4	May 2, 2017	S	10,427	$60.0313	D	517,109	I	By Managed Account of Starboard Value LP
Common Stock, $1.00 Par Value^F1	May 2, 2017	S	17,897	$60.4209	D	1,553,459	I	By Starboard Value and Opportunity Master Fund Ltd
Common Stock, $1.00 Par Value^F2	May 2, 2017	S	2,551	$60.4209	D	429,050	I	By Starboard Value and Opportunity S LLC
Common Stock, $1.00 Par Value^F3	May 2, 2017	S	1,400	$60.4209	D	235,416	I	By Starboard Value and Opportunity C LP
Common Stock, $1.00 Par Value^F4	May 2, 2017	S	3,057	$60.4209	D	514,052	I	By Managed Account of Starboard Value LP
Common Stock, $1.00 Par Value^F1	May 3, 2017	S	102,793	$60.1987	D	1,450,666	I	By Starboard Value and Opportunity Master Fund Ltd
Common Stock, $1.00 Par Value^F2	May 3, 2017	S	14,655	$60.1987	D	414,395	I	By Starboard Value and Opportunity S LLC
Common Stock, $1.00 Par Value^F3	May 3, 2017	S	8,041	$60.1987	D	227,375	I	By Starboard Value and Opportunity C LP
Common Stock, $1.00 Par Value^F4	May 3, 2017	S	17,558	$60.1987	D	496,494	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 Swap^F1,F5	$30.54	holding	—	—	—	—	Dec 28, 2017	Common Stock, $1.00 Par Value	1,456,045	1	I
Deferred Stock Units^F6	—	holding	—	—	—	—	—	Common Stock, $1.00 Par Value	3,714	3,714	D
Units^F7,F8	—	holding	—	—	—	—	—	Common Stock, $1.00 Par Value	478	478	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 ofthe 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 a cash-settled total return swap agreement (the "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 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 Swap. The trades were executed at the closing market price on July 21, 2016.
F6Subject 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 (the "Board") prior to the expiration of the vesting period.
F7Units (each of which is the economic equivalent of one share of the Issuer's Common Stock) credited to the Reporting Person's equity account under the Plan for Deferral of Directors' Fees (the "Plan") will settle in the Issuer's Common Stock on a one-for-one basis and shall be distributed in accordance with the Reporting Person's deferral election either (1) following the Reporting Person's termination of service from the Board or (2) on a future date selected by the Reporting Person at the time of his or her deferral election.
F8The Reporting Person has elected to receive shares of the Issuer's Common Stock as part of his quarterly compensation for service on the Board and certain Committees and has elected to defer those shares under the Plan.