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