0000921895-16-005220.txt : 20160725 0000921895-16-005220.hdr.sgml : 20160725 20160725172634 ACCESSION NUMBER: 0000921895-16-005220 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160721 FILED AS OF DATE: 20160725 DATE AS OF CHANGE: 20160725 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: BRINKS CO CENTRAL INDEX KEY: 0000078890 STANDARD INDUSTRIAL CLASSIFICATION: ARRANGEMENT OF TRANSPORTATION OF FREIGHT & CARGO [4731] IRS NUMBER: 541317776 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1801 BAYBERRY COURT STREET 2: P O BOX 18100 CITY: RICHMOND STATE: VA ZIP: 23226-1800 BUSINESS PHONE: 8042899623 MAIL ADDRESS: STREET 1: 1801 BAYBERRY COURT STREET 2: P O BOX 18100 CITY: RICHMOND STATE: VA ZIP: 23226-8100 FORMER COMPANY: FORMER CONFORMED NAME: PITTSTON CO DATE OF NAME CHANGE: 19920703 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Feld Peter A CENTRAL INDEX KEY: 0001410600 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09148 FILM NUMBER: 161782732 MAIL ADDRESS: STREET 1: 777 THIRD AVENUE, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 4 1 form406297153_07252016.xml OWNERSHIP DOCUMENT X0306 4 2016-07-21 0 0000078890 BRINKS CO BCO 0001410600 Feld Peter A 777 THIRD AVENUE, 18TH FLOOR NEW YORK NY 10017 1 0 0 0 Common Stock, $1.00 Par Value 2880674 I By Starboard Value and Opportunity Master Fund Ltd Common Stock, $1.00 Par Value 618266 I By Starboard Value and Opportunity S LLC Common Stock, $1.00 Par Value 339235 I By Starboard Value and Opportunity C LP Common Stock, $1.00 Par Value 740755 I By Managed Account of Starboard Value LP Cash-Settled Total Return Swap 30.0712 2016-07-21 4 S 1 1 D 2016-07-28 Common Stock, $1.00 Par Value 0 0 I By Starboard Value and Opportunity Master Fund Ltd Cash-Settled Total Return Swap 30.2221 2016-07-21 4 S 1 1 D 2016-07-29 Common Stock, $1.00 Par Value 0 0 I By Starboard Value and Opportunity Master Fund Ltd Cash-Settled Total Return Swap 28.9631 2016-07-21 4 S 1 1 D 2016-08-29 Common Stock, $1.00 Par Value 0 0 I By Starboard Value and Opportunity Master Fund Ltd Cash-Settled Total Return Swap 28.983 2016-07-21 4 S 1 1 D 2016-09-01 Common Stock, $1.00 Par Value 0 0 I By Starboard Value and Opportunity Master Fund Ltd Cash-Settled Total Return Swap 30.0826 2016-07-21 4 S 1 1 D 2016-08-30 Common Stock, $1.00 Par Value 0 0 I By Starboard Value and Opportunity Master Fund Ltd Cash-Settled Total Return Swap 31.362 2016-07-21 4 S 1 1 D 2016-08-31 Common Stock, $1.00 Par Value 0 0 I By Starboard Value and Opportunity Master Fund Ltd Cash-Settled Total Return Swap 30.1865 2016-07-21 4 S 1 1 D 2016-09-06 Common Stock, $1.00 Par Value 0 0 I By Starboard Value and Opportunity Master Fund Ltd Cash-Settled Total Return Swap 29.4758 2016-07-21 4 S 1 1 D 2016-09-12 Common Stock, $1.00 Par Value 0 0 I By Starboard Value and Opportunity Master Fund Ltd Cash-Settled Total Return Swap 29.8014 2016-07-21 4 S 1 1 D 2016-09-20 Common Stock, $1.00 Par Value 0 0 I By Starboard Value and Opportunity Master Fund Ltd Cash-Settled Total Return Swap 29.0177 2016-07-21 4 S 1 1 D 2016-09-21 Common Stock, $1.00 Par Value 0 0 I By Starboard Value and Opportunity Master Fund Ltd Cash-Settled Total Return Swap 26.535 2016-07-21 4 S 1 1 D 2016-10-28 Common Stock, $1.00 Par Value 0 0 I By Starboard Value and Opportunity Master Fund Ltd Cash-Settled Total Return Swap 26.47 2016-07-21 4 S 1 1 D 2016-10-31 Common Stock, $1.00 Par Value 0 0 I By Starboard Value and Opportunity Master Fund Ltd Cash-Settled Total Return Swap 26.872 2016-07-21 4 S 1 1 D 2016-10-31 Common Stock, $1.00 Par Value 0 0 I By Starboard Value and Opportunity Master Fund Ltd Cash-Settled Total Return Swap 27.329 2016-07-21 4 S 1 1 D 2016-11-01 Common Stock, $1.00 Par Value 0 0 I By Starboard Value and Opportunity Master Fund Ltd Cash-Settled Total Return Swap 27.956 2016-07-21 4 S 1 1 D 2016-11-02 Common Stock, $1.00 Par Value 0 0 I By Starboard Value and Opportunity Master Fund Ltd Cash-Settled Total Return Swap 30.54 2016-07-21 4 P 1 1 A 2017-12-28 Common Stock, $1.00 Par Value 1456045 1 I By Starboard Value and Opportunity Master Fund Ltd Deferred Stock Units Common Stock, $1.00 Par Value 3714 3714 D 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. 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. 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 of the 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. 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. Previously, Starboard V&O Fund entered into certain cash-settled total return swap agreements (each an "Initial Swap Agreement" and collectively, the "Initial Swap Agreements") with an unaffiliated third party financial institution, which provided Starboard V&O Fund with economic exposure to an aggregate of 1,456,045 notional shares. The Inital Swap Agreements provided Starboard V&O Fund with economic results that were comparable to the economic results of ownership but did 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 were the subject of the Swap Agreements (the "Subject Shares"). The Reporting Person expressly disclaimed beneficial ownership of the Subject Shares except to the extent of his pecuniary interest therein. Represents the reference price associated with the applicable Initial Swap Agreement. 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 prior to the expiration of the vesting period. On July 21, 2016, each Initial Swap Agreement was terminated and Starboard V&O Fund entered into a new cash-settled total return swap agreement (the "Second 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 Second 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 Second Swap. The trades were executed at the closing market price on July 21, 2016. Pursuant to Rule 16a-4(b) under the Exchange Act, the settlement of the Initial Swap Agreements is being reported as a simultaneous purchase (which is exempt from Section 16(b) of the Exchange Act pursuant to Rule 16b-6(b) under the Exchange Act) and sale of the Subject Shares. The settlement of the Initial Swap Agreements and entry into the Second Swap were done simultaneously and therefore the deemed sale of the Subject Shares upon settlement of the Inital Swap Agreements and deemed purchase at the time of the establishment of the Second Swap were at the same price. /s/ Peter A. Feld 2016-07-25