0000921895-17-000471.txt : 20170223
0000921895-17-000471.hdr.sgml : 20170223
20170223202207
ACCESSION NUMBER: 0000921895-17-000471
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20170221
FILED AS OF DATE: 20170223
DATE AS OF CHANGE: 20170223
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: 17634454
MAIL ADDRESS:
STREET 1: 777 THIRD AVENUE, 18TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
4
1
form406297153_02232017.xml
OWNERSHIP DOCUMENT
X0306
4
2017-02-21
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
2017-02-21
4
S
0
62999
51.9806
D
2817675
I
By Starboard Value and Opportunity Master Fund Ltd
Common Stock, $1.00 Par Value
2017-02-21
4
S
0
8981
51.9806
D
609285
I
By Starboard Value and Opportunity S LLC
Common Stock, $1.00 Par Value
2017-02-21
4
S
0
4928
51.9806
D
334307
I
By Starboard Value and Opportunity C LP
Common Stock, $1.00 Par Value
2017-02-21
4
S
0
10761
51.9806
D
729994
I
By Managed Account of Starboard Value LP
Common Stock, $1.00 Par Value
2017-02-21
4
S
0
147312
52.0789
D
2670363
I
By Starboard Value and Opportunity Master Fund Ltd
Common Stock, $1.00 Par Value
2017-02-21
4
S
0
21002
52.0789
D
588283
I
By Starboard Value and Opportunity S LLC
Common Stock, $1.00 Par Value
2017-02-21
4
S
0
11523
52.0789
D
322784
I
By Starboard Value and Opportunity C LP
Common Stock, $1.00 Par Value
2017-02-21
4
S
0
25163
52.0789
D
704831
I
By Managed Account of Starboard Value LP
Common Stock, $1.00 Par Value
2017-02-22
4
S
0
104196
51.6070
D
2566167
I
By Starboard Value and Opportunity Master Fund Ltd
Common Stock, $1.00 Par Value
2017-02-22
4
S
0
14855
51.6070
D
573428
I
By Starboard Value and Opportunity S LLC
Common Stock, $1.00 Par Value
2017-02-22
4
S
0
8151
51.6070
D
314633
I
By Starboard Value and Opportunity C LP
Common Stock, $1.00 Par Value
2017-02-22
4
S
0
17798
51.6070
D
687033
I
By Managed Account of Starboard Value LP
Common Stock, $1.00 Par Value
2017-02-22
4
S
0
78609
51.6913
D
2487558
I
By Starboard Value and Opportunity Master Fund Ltd
Common Stock, $1.00 Par Value
2017-02-22
4
S
0
11207
51.6913
D
562221
I
By Starboard Value and Opportunity S LLC
Common Stock, $1.00 Par Value
2017-02-22
4
S
0
6149
51.6913
D
308484
I
By Starboard Value and Opportunity C LP
Common Stock, $1.00 Par Value
2017-02-22
4
S
0
13428
51.6913
D
673605
I
By Managed Account of Starboard Value LP
Common Stock, $1.00 Par Value
2017-02-23
4
S
0
8954
51.6274
D
2478604
I
By Starboard Value and Opportunity Master Fund Ltd
Common Stock, $1.00 Par Value
2017-02-23
4
S
0
1277
51.6274
D
560944
I
By Starboard Value and Opportunity S LLC
Common Stock, $1.00 Par Value
2017-02-23
4
S
0
700
51.6274
D
307784
I
By Starboard Value and Opportunity C LP
Common Stock, $1.00 Par Value
2017-02-23
4
S
0
1530
51.6274
D
672075
I
By Managed Account of Starboard Value LP
Common Stock, $1.00 Par Value
2017-02-23
4
S
0
65017
51.4520
D
2413587
I
By Starboard Value and Opportunity Master Fund Ltd
Common Stock, $1.00 Par Value
2017-02-23
4
S
0
9269
51.4520
D
551675
I
By Starboard Value and Opportunity S LLC
Common Stock, $1.00 Par Value
2017-02-23
4
S
0
5086
51.4520
D
302698
I
By Starboard Value and Opportunity C LP
Common Stock, $1.00 Par Value
2017-02-23
4
S
0
11105
51.4520
D
660970
I
By Managed Account of Starboard Value LP
Cash-Settled Total Return Swap
30.54
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.
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.
Starboard V&O Fund has entered into a cash-settled total return swap agreement (the "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 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 Swap. The trades were executed at the closing market price on July 21, 2016.
/s/ Peter A. Feld
2017-02-23