McAlister C Marshall II Form 4 BRINKS / McAlister C Marshall II ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Marshall McAlister C II

(Last) (First) (Middle)

1801 BAYBERRY COURT

P.O. BOX 18100

(Street)

RICHMOND VA 23226

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BRINKS CO [ BCO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP, Gen Counsel & CAO

3. Date of Earliest Transaction (Month/Day/Year)
02/22/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/22/2018		M		13,780	A	(1)	80,589(2)	D
Common Stock	02/22/2018		A		24,077(3)	A	$0.00	104,666(2)	D
Common Stock	02/22/2018		A		2,593(4)	A	$0.00	107,259(5)	D
Common Stock	02/24/2018		F		711(6)	D	$75.4	106,548(7)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Market Share Units	(1)	02/22/2018		M			9,187	(1)	(1)	Common Stock	(1)	$0.00	0	D
Employee Stock Options (Right to Buy)	$73.45	02/22/2018		A		10,463		(8)	02/22/2024	Common Stock	10,463	$0.00	10,463	D

Explanation of Responses:

1. Each market share unit represents the right to receive between 0 and 1.5 shares of common stock, based on the average closing price for the twenty trading days leading up to and including December 31, 2017 ($82.70), as compared to the average closing price for the twenty trading days leading up to and including December 31, 2014 ($23.19).

2. Includes Restricted Stock Units that have not yet vested and shares that will be withheld to satisfy tax withholding obligations for the reporting person on the date that the market share units and performance share units are paid to the reporting person. The shares withheld will be reported on a subsequent filing.

3. Represents performance share units granted in February 2015, for which the performance period ended December 31, 2017, and for which the settlement date was February 22, 2018.

4. Each Restricted Stock Unit represents a right to receive, subject to the terms and conditions of the 2017 Equity Incentive Plan and a Restricted Stock Units Award Agreement, one share of the Company's common stock subject to vesting in three annual installments, beginning in February 2019.

5. Includes 12,933 Restricted Stock Units that have not yet vested and shares that will be withheld to satisfy tax withholding obligations for the reporting person on the date that the market share units and performance share units are paid to the reporting person. The shares withheld will be reported on a subsequent filing.

6. The Company withheld shares of common stock to satisfy the tax withholding obligation for the Reporting Person's Restricted Stock Units that vested on February 24, 2018.

7. Includes 11,341 Restricted Stock Units that have not yet vested and shares that will be withheld to satisfy tax withholding obligations for the reporting person on the date that the market share units and performance share units are paid to the reporting person. The shares withheld will be reported on a subsequent filing.

8. The options vest on the third anniversary of the grant date, February 22, 2021, if the average closing stock price over any 15 consecutive trading days between the grant date and the third anniversary was at least $91.81.

Remarks:

	/s/Lindsay K. Blackwood Lindsay K. Blackwood, Attorney-in-Fact	02/26/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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