SEC Form 4 · accession 0001209191-18-028574
BRINKS CO · BCO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael J Herling
Director
Period of report
May 4, 2018
Accepted (ET)
May 8, 2018 · 4:21 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 StockF2 | May 5, 2018 | M | 1,809 | — | A | 5,523 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Deferred Stock UnitsF4,F3 | — | May 4, 2018 | A | 1,679 | A | — | — | Common Stock | 1,679 | 25,027 | D |
| Deferred Stock UnitsF4,F2,F5 | — | May 5, 2018 | M | 1,809 | D | — | — | Common Stock | 1,809 | 23,218 | D |
Explanation of responses
- F1Represents the conversion upon vesting of Deferred Stock Units ("DSUs") into The Brink's Company (the "Company") Common Stock. On May 5, 2018, 1,809 DSUs, which were granted to the Reporting Person on May 5, 2017, vested. Such DSUs were previously reported in Table II on a Form 4 filed with the Securities and Exchange Commission on May 9, 2017.
- F2Each DSU represents the right to receive, at settlement, one share of Company Common Stock.
- F3Subject 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 vest upon the earlier of: (1) the one year anniversary of the grant date; and (2) the following year's annual meeting of shareholders, but in any event the DSUs shall not have a vesting period of less than six months. The vesting accelerates upon a change in control of The Brink's Company (the "Company"). The DSUs will be settled in Company common stock on a one-for-one basis upon vesting. Pursuant to terms of the Award Agreement, the DSUs will be forfeited if the director ceases to serve as a member of the Board of Directors of the Company prior to the expiration of the vesting period.
- F4Includes 21,539 DSUs that have vested and will be settled in Company common stock on a one-for-one basis, pursuant to the applicable terms of the Reporting Person's deferral election, either six months following the Reporting Person's termination of service from the Board of Directors of the Company or on a future date selected by the Reporting Person at the time of his deferral election.
- F5This Deferred Stock Unit award was granted on May 5, 2017 and vested in full on May 5, 2018.