SEC FORM 4

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^*

Beech Michael F

(Last)

(First)

(Middle)

555 DIVIDEND DRIVE

(Street)

COPPELL

75019

(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)
	Executive Vice President

3. Date of Earliest Transaction (Month/Day/Year)
02/16/2023

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)
Common Stock	02/16/2023		A		3,624⁽¹⁾	A	$0	77,460⁽²⁾	D
Common Stock	02/16/2023		F		1,494⁽³⁾	D	$63.47	75,966⁽²⁾	D
Common Stock	02/17/2023		M		11,487	A	$52.75	87,453⁽²⁾	D
Common Stock	02/17/2023		F		9,474⁽⁴⁾	D	$63.96	77,979⁽²⁾	D
Common Stock	02/17/2023		F		793⁽⁵⁾	D	$63.96	77,186⁽²⁾	D
Common Stock	02/20/2023		F		315⁽⁶⁾	D	$63.96	76,871⁽²⁾	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)
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)
Employee Stock Option (Right to Buy)	$52.75	02/17/2023		M			11,487	⁽⁷⁾	02/17/2023	Common Stock	11,487	$0	0	D

Explanation of Responses:

1. Represents Internal Metric Performance Share Units ("IM PSUs") granted in February 2020, for which the performance and vesting periods ended December 31, 2022, and for which the settlement date was February 16, 2023.

2. Includes Restricted Stock Units ("RSUs") that have not yet vested.

3. The Company withheld shares of common stock to satisfy the tax withholding obligation for the Reporting Person's IM PSUs that settled on February 16, 2023.

4. Represents shares directly owned by the Reporting Person, exchanged to cover the exercise price of the options exercised.

5. Denotes shares of common stock withheld to satisfy the tax withholding obligation for the options exercised.

6. The Company withheld shares of common stock to satisfy the tax withholding obligation for the Reporting Person's RSUs that vested on February 20, 2023.

7. All of the options were fully vested and exercisable as of the transaction date.

Remarks:

	/s/ Beth Davis, Attorney-in-Fact	02/21/2023
	** 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.
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