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*
Pertz Douglas A

(Last) (First) (Middle)
555 DIVIDEND DRIVE

(Street)
COPPELL TX 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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
12/10/2019
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)
Code V Amount (A) or (D) Price
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Options (Right to Buy) $52.75 12/10/2019 G(1) 215,382 (2) 02/17/2023 Common Stock 215,382 $0.00 0 D
Employee Stock Options (Right to Buy) $52.75 12/10/2019 G(1) 215,382 (2) 02/17/2023 Common Stock 215,382 $0.00 215,382 I by trust-owned LLC
Employee Stock Options (Right to Buy) $73.45 12/10/2019 G(3) 184,668 (4) 02/22/2024 Common Stock 184,668 $0.00 0 D
Employee Stock Options (Right to Buy) $73.45 12/10/2019 G(3) 184,668 (4) 02/22/2024 Common Stock 184,668 $0.00 184,668 I by trust-owned LLC
Employee Stock Options (Right to Buy) $73.45 12/10/2019 G(3) 156,947 (5) 02/22/2024 Common Stock 156,947 $0.00 0 D
Employee Stock Options (Right to Buy) $73.45 12/10/2019 G(3) 156,947 (5) 02/22/2024 Common Stock 156,947 $0.00 156,947 I by trust-owned LLC
Employee Stock Options (Right to Buy) $79.26 12/10/2019 G(6) 67,129 (7) 02/21/2025 Common Stock 67,129 $0.00 0 D
Employee Stock Options (Right to Buy) $79.26 12/10/2019 G(6) 67,129 (7) 02/21/2025 Common Stock 67,129 $0.00 67,129 I by trust-owned LLC
Explanation of Responses:
1. On December 10, 2019, the Reporting Person transferred his stock options awarded February 17, 2017 to a limited liability company ("LLC"). The members of the LLC are trusts of which the Reporting Person and members of the Reporting Person's immediate family are the sole beneficiaries. The LLC is managed by the Reporting Person.
2. The options vest on the third anniversary of the grant date, February 17, 2020, if the average closing stock price over any 15 consecutive trading days between the grant date and the third anniversary was at least $65.94.
3. On December 10, 2019, the Reporting Person transferred his stock options awarded February 22, 2018 to a limited liability company ("LLC"). The members of the LLC are trusts of which the Reporting Person and members of the Reporting Person's immediate family are the sole beneficiaries. The LLC is managed by the Reporting Person.
4. The options vest on the third anniversary of the grant date, February 22, 2021, if the average closing stock price over any 15 consecutive trading days between the grant date and the third anniversary was at least $110.00.
5. The options vest on the third anniversary of the grant date, February 22, 2021, if the average closing stock price over any 15 consecutive trading days between the grant date and the third anniversary was at least $91.81.
6. On December 10, 2019, the Reporting Person transferred his stock options awarded February 21, 2019 to a limited liability company ("LLC"). The members of the LLC are trusts of which the Reporting Person and members of the Reporting Person's immediate family are the sole beneficiaries. The LLC is managed by the Reporting Person.
7. The options vest on the third anniversary of the grant date, February 21, 2022.
Remarks:
/s/ Lindsay K. Blackwood Lindsay K. Blackwood, Attorney-in-fact 12/12/2019
** 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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