The Brink's Company Form 4 BRINKS / Reginald D Hedgebeth 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^*

Hedgebeth Reginald D

(Last)

(First)

(Middle)

1801 BAYBERRY COURT

P.O. BOX 18100

(Street)

RICHMOND

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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2020

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Brink's Units (DSAP)	⁽¹⁾	06/01/2020		A		8.61⁽²⁾		⁽¹⁾	⁽¹⁾	Common Stock	8.61⁽²⁾	$41.23	2,376.15	D
Units	⁽³⁾	06/01/2020		A		23.92⁽⁴⁾		⁽³⁾	⁽³⁾	Common Stock	23.92⁽⁴⁾	$41.62⁽⁵⁾	1,586.9	D
Units	⁽³⁾	06/01/2018		A		3.48⁽⁴⁾⁽⁶⁾		⁽³⁾	⁽³⁾	Common Stock	3.48⁽⁴⁾	$77.95⁽⁷⁾	1,590.38	D
Units	⁽³⁾	09/01/2018		A		3.61⁽⁴⁾⁽⁶⁾		⁽³⁾	⁽³⁾	Common Stock	3.61⁽⁴⁾	$75.1⁽⁸⁾	1,593.99	D
Units	⁽³⁾	12/03/2018		A		3.83⁽⁴⁾⁽⁶⁾		⁽³⁾	⁽³⁾	Common Stock	3.83⁽⁴⁾	$70.92⁽⁹⁾	1,597.82	D
Units	⁽³⁾	03/01/2019		A		3.45⁽⁴⁾⁽⁶⁾		⁽³⁾	⁽³⁾	Common Stock	3.45⁽⁴⁾	$78.57⁽¹⁰⁾	1,601.27	D
Units	⁽³⁾	06/03/2019		A		6.63⁽⁴⁾⁽⁶⁾		⁽³⁾	⁽³⁾	Common Stock	6.63⁽⁴⁾	$78.89⁽¹¹⁾	1,607.91	D
Units	⁽³⁾	09/03/2019		A		7.13⁽⁴⁾⁽⁶⁾		⁽³⁾	⁽³⁾	Common Stock	7.13⁽⁴⁾	$73.39⁽¹²⁾	1,615.04	D
Units	⁽³⁾	12/02/2019		A		5.71⁽⁴⁾⁽⁶⁾		⁽³⁾	⁽³⁾	Common Stock	5.71⁽⁴⁾	$91.64⁽¹³⁾	1,620.74	D
Units	⁽³⁾	03/02/2020		A		6.41⁽⁴⁾⁽⁶⁾		⁽³⁾	⁽³⁾	Common Stock	6.41⁽⁴⁾	$81.56⁽¹⁴⁾	1,627.16	D

Explanation of Responses:

1. Under the terms of the Directors' Stock Accumulation Plan (the "DSAP"), the Reporting Person will be entitled to receive a distribution in The Brink's Company (the "Company") common stock in respect of all Brink's Units in the Reporting Person's account on a one-for-one basis following the Reporting Person's termination of service as a director.

2. In accordance with the terms of the DSAP, Brink's Units (each of which is the economic equivalent of one share of the Company's common stock) were credited to the Reporting Person's account as a result of a dividend payment with respect to the Company's common stock. The number of Brink's Units credited to the Reporting Person's account on the Transaction Date is based upon a share price of $41.23 which is the average trading price of the Company's common stock on June 1, 2020, calculated in accordance with the terms of the DSAP.

3. Units (each of which is the economic equivalent of one share of The Brink's Company ("BCO") common stock) credited to the Reporting Person's equity account under the Plan for Deferral of Directors' Fees (the "Plan") will settle in BCO 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 of Directors or (2) on a future date selected by the Reporting Person at the time of his or her deferral election.

4. In accordance with the terms of the Plan, Units (each of which is the economic equivalent of one share of BCO common stock) were credited to the Reporting Person's account as a result of a dividend payment with respect to BCO common stock.

5. The number of Units credited to the Reporting Person's account on the Transaction Date is based upon a share price of $41.62, which is the closing price of BCO common stock on June 1, 2020, calculated in accordance with the terms of the Plan.

6. Reflects Units credited to the Reporting Person's account as a result of a prior dividend payment with respect to BCO common stock, which were inadvertently omitted from prior filings due to an administrative error.

7. The number of Units credited to the Reporting Person's account on the Transaction Date is based upon a share price of $77.95, which is the closing price of BCO common stock on June 1, 2018, calculated in accordance with the terms of the Plan.

8. The number of Units credited to the Reporting Person's account on the Transaction Date is based upon a share price of $75.10, which is the closing price of BCO common stock on August 31, 2018, calculated in accordance with the terms of the Plan.

9. The number of Units credited to the Reporting Person's account on the Transaction Date is based upon a share price of $70.92, which is the closing price of BCO common stock on December 3, 2018, calculated in accordance with the terms of the Plan.

10. The number of Units credited to the Reporting Person's account on the Transaction Date is based upon a share price of $78.57, which is the closing price of BCO common stock on March 1, 2019, calculated in accordance with the terms of the Plan.

11. The number of Units credited to the Reporting Person's account on the Transaction Date is based upon a share price of $78.89, which is the closing price of BCO common stock on June 3, 2019, calculated in accordance with the terms of the Plan.

12. The number of Units credited to the Reporting Person's account on the Transaction Date is based upon a share price of $73.39, which is the closing price of BCO common stock on September 3, 2019, calculated in accordance with the terms of the Plan.

13. The number of Units credited to the Reporting Person's account on the Transaction Date is based upon a share price of $91.64, which is the closing price of BCO common stock on December 2, 2019, calculated in accordance with the terms of the Plan.

14. The number of Units credited to the Reporting Person's account on the Transaction Date is based upon a share price of $81.56, which is the closing price of BCO common stock on March 2, 2020, calculated in accordance with the terms of the Plan.

Remarks:

	/s/ Lindsay K. Blackwood Lindsay K. Blackwood, Attorney-In-Fact	06/03/2020
	** 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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The Brink's Company (BCO) Form 4BRINKS / Reginald D Hedgebeth ownership change