13D Filing: Starboard Value LP and Brinks Co (BCO)

The following constitutes
Amendment No. 9 to the Schedule 13D filed by the undersigned (“Amendment No. 9”). This Amendment No. 9 amends the Schedule
13D as specifically set forth herein.

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 is hereby
amended and restated to read as follows:

The Shares purchased
by each of Starboard V&O Fund, Starboard S LLC and Starboard CLP and held in the Starboard Value LP Account were purchased
with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business)
in open market purchases, except as otherwise noted, as set forth in Schedule A, which is incorporated by reference herein. The
aggregate purchase price of the 821,893 Shares beneficially owned by Starboard V&O Fund is approximately $21,574,322, excluding
brokerage commissions. The aggregate purchase price of the 257,139 Shares beneficially owned by Starboard S LLC is approximately
$7,573,686, excluding brokerage commissions. The aggregate purchase price of the 141,090 Shares beneficially owned by Starboard
C LP is approximately $3,731,143, excluding brokerage commissions. The aggregate purchase price of the 308,083 Shares held in
the Starboard Value LP Account is approximately $9,156,669, excluding brokerage commissions.

Item 4.

Purpose of Transaction.

Item 4 is hereby
amended to add the following:

Starboard Value LP
(together with its affiliates, “Starboard”) has undertaken the sales reported in this Amendment No. 9 to the Schedule
13D in large part to effectuate a rebalancing of Starboard’s portfolio in light of the significant appreciation in the Issuer’s
stock price since Starboard filed its initial Schedule13D in the Issuer more than two years ago. The Shares sold by the Reporting
Persons represent approximately 30% of the Reporting Persons’ total equity position in the Issuer.  Starboard
intends to remain a large shareholder of the Issuer, and Mr. Feld continues as an active member of the Issuer’s Board of
Directors.

Item 5.

Interest in Securities of the Issuer.

Item 5
is hereby amended and restated to read as follows:

The aggregate percentage
of Shares reported owned by each person named herein is based upon 50,481,059 Shares outstanding, as of July 24, 2017, which is
the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities
and Exchange Commission on July 26, 2017.

A.

Starboard V&O Fund

(a)

As of the close of business on August 2, 2017, Starboard V&O Fund beneficially owned 821,893 Shares.

Percentage: Approximately
1.6%

(b)

1. Sole power to vote or direct vote: 821,893 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 821,893 4. Shared power to dispose or direct the disposition: 0