SEC Form 4 · accession 0000921895-17-001374
BRINKS CO · BCO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Peter A Feld
Director
Period of report
May 5, 2017
Accepted (ET)
May 9, 2017 · 8:20 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 | — | — | — | 1,450,666 | I | By Starboard Value and Opportunity Master Fund Ltd | |
| Common Stock, $1.00 Par ValueF2 | holding | — | — | — | 414,395 | I | By Starboard Value and Opportunity S LLC | |
| Common Stock, $1.00 Par ValueF3 | holding | — | — | — | 227,375 | I | By Starboard Value and Opportunity C LP | |
| Common Stock, $1.00 Par ValueF4 | holding | — | — | — | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Deferred Stock UnitsF7,F6 | — | May 5, 2017 | A | 1,809 | A | — | — | Common Stock, $1.00 Par Value | 1,809 | 5,523 | D |
| Cash-Settled Total Return SwapF1,F5 | $30.54 | holding | — | — | — | — | Dec 28, 2017 | Common Stock, $1.00 Par Value | 1,456,045 | 1 | I |
| UnitsF8,F9 | — | 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 2017 Equity Incentive 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 of the Issuer on a one-for-one basis upon vesting. Pursuant to the 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.
- F7Includes 3,714 DSUs that have vested and will be settled in Common Stock of the Issuer on a one-for-one basis, pursuant to the applicable terms of 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 deferral election.
- F8Units (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 deferral election.
- F9The 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.