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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol BRINKS CO [ BCO ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 05/01/2017 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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, $1.00 Par Value | 05/01/2017 | S | 46,777 | D | $60.8393 | 1,720,072 | I | By Starboard Value and Opportunity Master Fund Ltd(1) | ||
| Common Stock, $1.00 Par Value | 05/01/2017 | S | 6,669 | D | $60.8393 | 452,803 | I | By Starboard Value and Opportunity S LLC(2) | ||
| Common Stock, $1.00 Par Value | 05/01/2017 | S | 3,659 | D | $60.8393 | 248,449 | I | By Starboard Value and Opportunity C LP(3) | ||
| Common Stock, $1.00 Par Value | 05/01/2017 | S | 7,990 | D | $60.8393 | 542,511 | I | By Managed Account of Starboard Value LP(4) | ||
| Common Stock, $1.00 Par Value | 05/01/2017 | S | 87,669 | D | $60.7604 | 1,632,403 | I | By Starboard Value and Opportunity Master Fund Ltd(1) | ||
| Common Stock, $1.00 Par Value | 05/01/2017 | S | 12,498 | D | $60.7604 | 440,305 | I | By Starboard Value and Opportunity S LLC(2) | ||
| Common Stock, $1.00 Par Value | 05/01/2017 | S | 6,858 | D | $60.7604 | 241,591 | I | By Starboard Value and Opportunity C LP(3) | ||
| Common Stock, $1.00 Par Value | 05/01/2017 | S | 14,975 | D | $60.7604 | 527,536 | I | By Managed Account of Starboard Value LP(4) | ||
| Common Stock, $1.00 Par Value | 05/02/2017 | S | 61,047 | D | $60.0313 | 1,571,356 | I | By Starboard Value and Opportunity Master Fund Ltd(1) | ||
| Common Stock, $1.00 Par Value | 05/02/2017 | S | 8,704 | D | $60.0313 | 431,601 | I | By Starboard Value and Opportunity S LLC(2) | ||
| Common Stock, $1.00 Par Value | 05/02/2017 | S | 4,775 | D | $60.0313 | 236,816 | I | By Starboard Value and Opportunity C LP(3) | ||
| Common Stock, $1.00 Par Value | 05/02/2017 | S | 10,427 | D | $60.0313 | 517,109 | I | By Managed Account of Starboard Value LP(4) | ||
| Common Stock, $1.00 Par Value | 05/02/2017 | S | 17,897 | D | $60.4209 | 1,553,459 | I | By Starboard Value and Opportunity Master Fund Ltd(1) | ||
| Common Stock, $1.00 Par Value | 05/02/2017 | S | 2,551 | D | $60.4209 | 429,050 | I | By Starboard Value and Opportunity S LLC(2) | ||
| Common Stock, $1.00 Par Value | 05/02/2017 | S | 1,400 | D | $60.4209 | 235,416 | I | By Starboard Value and Opportunity C LP(3) | ||
| Common Stock, $1.00 Par Value | 05/02/2017 | S | 3,057 | D | $60.4209 | 514,052 | I | By Managed Account of Starboard Value LP(4) | ||
| Common Stock, $1.00 Par Value | 05/03/2017 | S | 102,793 | D | $60.1987 | 1,450,666 | I | By Starboard Value and Opportunity Master Fund Ltd(1) | ||
| Common Stock, $1.00 Par Value | 05/03/2017 | S | 14,655 | D | $60.1987 | 414,395 | I | By Starboard Value and Opportunity S LLC(2) | ||
| Common Stock, $1.00 Par Value | 05/03/2017 | S | 8,041 | D | $60.1987 | 227,375 | I | By Starboard Value and Opportunity C LP(3) | ||
| Common Stock, $1.00 Par Value | 05/03/2017 | S | 17,558 | D | $60.1987 | 496,494 | I | By Managed Account of Starboard Value LP(4) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Cash-Settled Total Return Swap | $30.54(5) | (5) | 12/28/2017 | Common Stock, $1.00 Par Value | 1,456,045 | 1 | I | By Starboard Value and Opportunity Master Fund Ltd(1)(5) | |||||||
| Deferred Stock Units | (6) | (6) | (6) | Common Stock, $1.00 Par Value | 3,714 | 3,714 | D | ||||||||
| Units | (7) | (7) | (7) | Common Stock, $1.00 Par Value | 478(8) | 478 | D | ||||||||
| Explanation of Responses: |
| 1. Securities 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. |
| 2. Securities 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. |
| 3. Securities 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. |
| 4. Securities 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. |
| 5. Starboard 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. |
| 6. Subject 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. |
| 7. Units (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. |
| 8. The 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. |
| /s/ Peter A. Feld | 05/03/2017 | |
| ** 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). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||