Filing Details

Accession Number:
0001193805-17-001374
Form Type:
4
Zero Holdings:
No
Publication Time:
2017-08-02 21:19:45
Reporting Period:
2017-07-31
Filing Date:
2017-08-02
Accepted Time:
2017-08-02 21:19:45
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
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 2017-07-31 1,820 $78.25 322,934 No 4 S Indirect By Starboard Value and Opportunity S LLC
Common Stock, $1.00 Par Value Disposition 2017-07-31 999 $78.25 177,190 No 4 S Indirect By Starboard Value and Opportunity C LP
Common Stock, $1.00 Par Value Disposition 2017-07-31 2,181 $78.25 386,913 No 4 S Indirect By Managed Account of Starboard Value LP
Common Stock, $1.00 Par Value Disposition 2017-07-31 29,544 $78.18 293,390 No 4 S Indirect By Starboard Value and Opportunity S LLC
Common Stock, $1.00 Par Value Disposition 2017-07-31 16,210 $78.18 160,980 No 4 S Indirect By Starboard Value and Opportunity C LP
Common Stock, $1.00 Par Value Disposition 2017-07-31 35,397 $78.18 351,516 No 4 S Indirect By Managed Account of Starboard Value LP
Common Stock, $1.00 Par Value Disposition 2017-08-01 18,534 $78.05 274,856 No 4 S Indirect By Starboard Value and Opportunity S LLC
Common Stock, $1.00 Par Value Disposition 2017-08-01 10,169 $78.05 150,811 No 4 S Indirect By Starboard Value and Opportunity C LP
Common Stock, $1.00 Par Value Disposition 2017-08-01 22,205 $78.05 329,311 No 4 S Indirect By Managed Account of Starboard Value LP
Common Stock, $1.00 Par Value Disposition 2017-08-02 17,717 $78.02 257,139 No 4 S Indirect By Starboard Value and Opportunity S LLC
Common Stock, $1.00 Par Value Disposition 2017-08-02 9,721 $78.02 141,090 No 4 S Indirect By Starboard Value and Opportunity C LP
Common Stock, $1.00 Par Value Disposition 2017-08-02 21,228 $78.02 308,083 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 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 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 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 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 Transactions
Sec. Name Sec. Type Acquisiton - Disposition Date Amount Price Amount - 2 Price - 2
Common Stock, $1.00 Par Value Cash-Settled Total Return Swap Disposition 2017-07-31 220,000 $0.00 1,236,045 $77.99
Common Stock, $1.00 Par Value Cash-Settled Total Return Swap Disposition 2017-08-01 130,000 $0.00 1,106,045 $78.01
Common Stock, $1.00 Par Value Cash-Settled Total Return Swap Disposition 2017-08-02 124,275 $0.00 981,770 $77.88
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
1 2017-12-28 Yes 4 S Indirect
1 2017-12-28 Yes 4 S Indirect
1 2017-12-28 Yes 4 S Indirect
Reported Non-Derivative Holdings
Sec. Name Remaning Holdings Nature of Ownership Explanation
Common Stock, $1.00 Par Value 821,893 Indirect By Starboard Value and Opportunity Master Fund Ltd
Reported Derivative Holdings
Sec. Name Sec. Type Price Date Expiration Date Amount Remaning Holdings Nature of Ownership
Common Stock, $1.00 Par Value Deferred Stock Units $0.00 5,523 5,523 Direct
Common Stock, $1.00 Par Value Units $0.00 859 859 Direct
Expiration Date Amount Remaning Holdings Nature of Ownership
5,523 5,523 Direct
859 859 Direct
Footnotes
  1. 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.
  2. 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.
  3. 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.
  4. 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.
  5. Starboard V&O Fund has entered into a cash-settled total return swap agreement (the "Swap") with an unaffiliated third party financial institution, which after today's sales provide Starboard V&O Fund with economic exposure to an aggregate of 981,770 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 Swap was initially executed at the closing market price of $30.54 on July 21, 2016.
  6. 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.
  7. 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.