0001193805-17-000990.txt : 20170602 0001193805-17-000990.hdr.sgml : 20170602 20170602203139 ACCESSION NUMBER: 0001193805-17-000990 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170531 FILED AS OF DATE: 20170602 DATE AS OF CHANGE: 20170602 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: 17889764 MAIL ADDRESS: STREET 1: 777 THIRD AVENUE, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 4 1 bcoform4.xml OWNERSHIP DOCUMENT X0306 4 2017-05-31 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 2017-05-31 4 S 0 97913 62.9965 D 1352753 I By Starboard Value and Opportunity Master Fund Ltd Common Stock, $1.00 Par Value 2017-05-31 4 S 0 13959 62.9965 D 400436 I By Starboard Value and Opportunity S LLC Common Stock, $1.00 Par Value 2017-05-31 4 S 0 7659 62.9965 D 219716 I By Starboard Value and Opportunity C LP Common Stock, $1.00 Par Value 2017-05-31 4 S 0 16725 62.9965 D 479769 I By Managed Account of Starboard Value LP Common Stock, $1.00 Par Value 2017-05-31 4 S 0 83212 63.0162 D 1269541 I By Starboard Value and Opportunity Master Fund Ltd Common Stock, $1.00 Par Value 2017-05-31 4 S 0 11863 63.0162 D 388573 I By Starboard Value and Opportunity S LLC Common Stock, $1.00 Par Value 2017-05-31 4 S 0 6509 63.0162 D 213207 I By Starboard Value and Opportunity C LP Common Stock, $1.00 Par Value 2017-05-31 4 S 0 14213 63.0162 D 465556 I By Managed Account of Starboard Value LP Common Stock, $1.00 Par Value 2017-06-01 4 S 0 106314 63.7321 D 1163227 I By Starboard Value and Opportunity Master Fund Ltd Common Stock, $1.00 Par Value 2017-06-01 4 S 0 15157 63.7321 D 373416 I By Starboard Value and Opportunity S LLC Common Stock, $1.00 Par Value 2017-06-01 4 S 0 8317 63.7321 D 204890 I By Starboard Value and Opportunity C LP Common Stock, $1.00 Par Value 2017-06-01 4 S 0 18159 63.7321 D 447397 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 5523 5523 D Units 2017-06-01 4 A 0 1.12 64.05 A Common Stock, $1.00 Par Value 1.12 479.12 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 ofthe 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. 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. Includes (1) 1,809 Deferred Stock Units ("DSUs") granted to the Reporting Person on May 5, 2017 that are subject to a one year vesting period that accelerates upon a change in control of the Issuer, provided, however, that the DSUs will be forfeited if the Reporting Person ceases to serve as a member of the Board of Directors of the Issuer (the "Board") prior to the expiration of the vesting period and (2) 3,714 DSUs that have vested. The DSUs will be settled in Common Stock of the Issuer on a one-for-one basis, pursuant to the applicable terms of the Reporting Person's deferral election either (1) following the Reporting Person's termination of service from the Board or (2) on a future date selected by the Reporting Person at the time of his deferral election. Units (each of which is the economic equivalent of one share of the Issuer's Common Stock) credited to the Reporting Person's equity account under the Plan for Deferral of Directors' Fees (the "Plan") will settle in the Issuer's Common Stock on a one-for-one basis and shall be distributed in accordance with the Reporting Person's deferral election either (1) following the Reporting Person's termination of service from the Board or (2) on a future date selected by the Reporting Person at the time of his deferral election. The Reporting Person has elected to receive shares of the Issuer's Common Stock as part of his quarterly compensation for service on the Board and certain Committees and has elected to defer those shares under the Plan. In accordance with the terms of the Plan, Units were credited to the Reporting Person's account as a result of a dividend payment with respect to the Issuer's Common Stock. The number of Units credited to the Reporting Person's account on the Transaction Date is based upon a share price of $64.05, which is the closing price of the Issuer's Common Stock on June 1, 2017, calculated in accordance with the terms of the Plan. /s/ Peter A. Feld 2017-06-02