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Filing Details

Accession Number:: 0000921895-17-001286
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2017-05-03 20:30:25
Reporting Period:: 2017-05-01

Filing Date:: 2017-05-03
Accepted Time:: 2017-05-03 20:30:25
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
78890	Brinks Co	BCO	Arrangement Of Transportation Of Freight & Cargo (4731)	541317776

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1410600	A Peter Feld	777 Third Avenue, 18Th Floor New York NY 10017		Yes	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock, $1.00 Par Value	Disposition	2017-05-01	46,777	$60.84	1,720,072	No	4	S	Indirect	By Starboard Value and Opportunity Master Fund Ltd
Common Stock, $1.00 Par Value	Disposition	2017-05-01	6,669	$60.84	452,803	No	4	S	Indirect	By Starboard Value and Opportunity S LLC
Common Stock, $1.00 Par Value	Disposition	2017-05-01	3,659	$60.84	248,449	No	4	S	Indirect	By Starboard Value and Opportunity C LP
Common Stock, $1.00 Par Value	Disposition	2017-05-01	7,990	$60.84	542,511	No	4	S	Indirect	By Managed Account of Starboard Value LP
Common Stock, $1.00 Par Value	Disposition	2017-05-01	87,669	$60.76	1,632,403	No	4	S	Indirect	By Starboard Value and Opportunity Master Fund Ltd
Common Stock, $1.00 Par Value	Disposition	2017-05-01	12,498	$60.76	440,305	No	4	S	Indirect	By Starboard Value and Opportunity S LLC
Common Stock, $1.00 Par Value	Disposition	2017-05-01	6,858	$60.76	241,591	No	4	S	Indirect	By Starboard Value and Opportunity C LP
Common Stock, $1.00 Par Value	Disposition	2017-05-01	14,975	$60.76	527,536	No	4	S	Indirect	By Managed Account of Starboard Value LP
Common Stock, $1.00 Par Value	Disposition	2017-05-02	61,047	$60.03	1,571,356	No	4	S	Indirect	By Starboard Value and Opportunity Master Fund Ltd
Common Stock, $1.00 Par Value	Disposition	2017-05-02	8,704	$60.03	431,601	No	4	S	Indirect	By Starboard Value and Opportunity S LLC
Common Stock, $1.00 Par Value	Disposition	2017-05-02	4,775	$60.03	236,816	No	4	S	Indirect	By Starboard Value and Opportunity C LP
Common Stock, $1.00 Par Value	Disposition	2017-05-02	10,427	$60.03	517,109	No	4	S	Indirect	By Managed Account of Starboard Value LP
Common Stock, $1.00 Par Value	Disposition	2017-05-02	17,897	$60.42	1,553,459	No	4	S	Indirect	By Starboard Value and Opportunity Master Fund Ltd
Common Stock, $1.00 Par Value	Disposition	2017-05-02	2,551	$60.42	429,050	No	4	S	Indirect	By Starboard Value and Opportunity S LLC
Common Stock, $1.00 Par Value	Disposition	2017-05-02	1,400	$60.42	235,416	No	4	S	Indirect	By Starboard Value and Opportunity C LP
Common Stock, $1.00 Par Value	Disposition	2017-05-02	3,057	$60.42	514,052	No	4	S	Indirect	By Managed Account of Starboard Value LP
Common Stock, $1.00 Par Value	Disposition	2017-05-03	102,793	$60.20	1,450,666	No	4	S	Indirect	By Starboard Value and Opportunity Master Fund Ltd
Common Stock, $1.00 Par Value	Disposition	2017-05-03	14,655	$60.20	414,395	No	4	S	Indirect	By Starboard Value and Opportunity S LLC
Common Stock, $1.00 Par Value	Disposition	2017-05-03	8,041	$60.20	227,375	No	4	S	Indirect	By Starboard Value and Opportunity C LP
Common Stock, $1.00 Par Value	Disposition	2017-05-03	17,558	$60.20	496,494	No	4	S	Indirect	By Managed Account of Starboard Value LP

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	By Starboard Value and Opportunity Master Fund Ltd
No	4	S	Indirect	By Starboard Value and Opportunity S LLC
No	4	S	Indirect	By Starboard Value and Opportunity C LP
No	4	S	Indirect	By Managed Account of Starboard Value LP
No	4	S	Indirect	By Starboard Value and Opportunity Master Fund Ltd
No	4	S	Indirect	By Starboard Value and Opportunity S LLC
No	4	S	Indirect	By Starboard Value and Opportunity C LP
No	4	S	Indirect	By Managed Account of Starboard Value LP
No	4	S	Indirect	By Starboard Value and Opportunity Master Fund Ltd
No	4	S	Indirect	By Starboard Value and Opportunity S LLC
No	4	S	Indirect	By Starboard Value and Opportunity C LP
No	4	S	Indirect	By Managed Account of Starboard Value LP
No	4	S	Indirect	By Starboard Value and Opportunity Master Fund Ltd
No	4	S	Indirect	By Starboard Value and Opportunity S LLC
No	4	S	Indirect	By Starboard Value and Opportunity C LP
No	4	S	Indirect	By Managed Account of Starboard Value LP
No	4	S	Indirect	By Starboard Value and Opportunity Master Fund Ltd
No	4	S	Indirect	By Starboard Value and Opportunity S LLC
No	4	S	Indirect	By Starboard Value and Opportunity C LP
No	4	S	Indirect	By Managed Account of Starboard Value LP

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Common Stock, $1.00 Par Value	Cash-Settled Total Return Swap	$30.54	2017-12-28	1,456,045	1	Indirect
Common Stock, $1.00 Par Value	Deferred Stock Units	$0.00		3,714	3,714	Direct
Common Stock, $1.00 Par Value	Units	$0.00		478	478	Direct

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
2017-12-28	1,456,045	1	Indirect
	3,714	3,714	Direct
	478	478	Direct

Footnotes

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.
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 (the "Board") prior to the expiration of the vesting period.
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 or her 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.