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*
Allen Robert B

(Last) (First) (Middle)
8880 ESTERS BLVD.

(Street)
IRVING TX 75063

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Brink's Home Security Holdings, Inc. [ CFL ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
10/31/2008
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
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
Employee Stock Option (Right to Buy) $24.72 10/31/2008 A 78,029 (1) 07/13/2012 Common Stock 78,029 $0.00 (2) 78,029 D
Employee Stock Option (Right to Buy) $28.59 10/31/2008 A 78,029 (3) 07/12/2013 Common Stock 78,029 $0.00 (4) 78,029 D
Employee Stock Option (Right to Buy) $28.78 10/31/2008 A 78,029 (5) 07/10/2014 Common Stock 78,029 $0.00 (6) 78,029 D
Units (7) 11/03/2008 A 5,034.6434 (7) (7) (7) Common Stock 5,034.6434 (7) $21.75 (8) 5,034.6434 D
Explanation of Responses:
1. The options vest in three installments as follows: 26,010 shares on July 13, 2007, 26,010 shares on July 13, 2008, and 26,009 shares on July 13, 2009.
2. In connection with the spin-off of the Issuer by The Brink's Company ("BCO") on October 31, 2008 (the "Spin-Off"), this option was granted to the Reporting Person by the Issuer in substitution of an option granted to the Reporting Person by BCO on July 13, 2006 to purchase 35,000 shares of common stock of BCO at an exercise price of $55.09.
3. The options vest in three installments as follows: 26,010 shares on July 12, 2008, 26,010 shares on July 12, 2009, and 26,009 shares on July 12, 2010.
4. In connection with the Spin-Off, this option was granted to the Reporting Person by the Issuer in substitution of an option granted to the Reporting Person by BCO on July 12, 2007 to purchase 35,000 shares of common stock of BCO at an exercise price of $63.72.
5. The options vest in three installments as follows: 26,010 shares on July 10, 2009, 26,010 shares on July 10, 2010, and 26,009 shares on July 10, 2011.
6. In connection with the Spin-Off, this option was granted to the Reporting Person by the Issuer in substitution of an option granted to the Reporting Person by BCO on July 10, 2008 to purchase 35,000 shares of common stock of BCO at an exercise price of $64.15.
7. In connection with the Spin-Off, these Units were credited to the Reporting Person's notational account in the Brink's Home Security Holdings, Inc. Key Employees' Deferred Compensation Program (the "Program") by the Issuer in substitution of 2,258.2696 units credited to the notational account of the Reporting Person in The Brink's Company Key Employee Deferred Compensation Program as of October 31, 2008, multiplied by a fraction, the numerator of which is the closing price per share of BCO Common Stock on the NYSE Composite Transactions Tape trading with "due bills" on October 31, 2008 and the denominator of which is the closing price per share of the Issuer's Common Stock trading on a "when issued" basis on October 31, 2008.
8. The number of Units credited to the Reporting Person's account on the Transaction Date is based upon a share price of $21.75, which is the closing price per share of the Issuer's Common Stock on the NYSE Composite Transactions Tape trading on a "when issued" basis on October 31, 2008.
Remarks:
/s/ Robert B. Allen 11/04/2008
** 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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