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

The following constitutes
Amendment No. 8 to the Schedule 13D filed by the undersigned (“Amendment No. 8”). This Amendment No. 8 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 1,163,227 Shares beneficially owned by Starboard V&O Fund is approximately $30,715,425, excluding
brokerage commissions. The aggregate purchase price of the 373,416 Shares beneficially owned by Starboard S LLC is approximately
$10,723,171, excluding brokerage commissions. The aggregate purchase price of the 204,890 Shares beneficially owned by Starboard
C LP is approximately $5,481,657, excluding brokerage commissions. The aggregate purchase price of the 447,397 Shares held in the
Starboard Value LP Account is approximately $12,906,011, 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. 8 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 28% 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.

Items 5(a)-(c) are
hereby amended and restated to read as follows:

The aggregate percentage
of Shares reported owned by each person named herein is based upon 50,387,494 Shares outstanding, as of April 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 April 26, 2017.

A.

Starboard V&O Fund

(a)

As of the close of business on June 2, 2017, Starboard V&O Fund beneficially owned 1,163,227 Shares.

Percentage: Approximately 2.3%

(b)

1. Sole power to vote or direct vote: 1,163,227 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 1,163,227 4. Shared power to dispose or direct the disposition: 0