SEC Filing - Brink's Company

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SEC FORM 4 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^*

ACKERMAN ROGER G

(Last)

(First)

(Middle)

1801 BAYBERRY COURT

P.O. BOX 18100

(Street)

RICHMOND

23226-8100

(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
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2004

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/01/2004		M		700	A	$19.76	4,665	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Brink's Units (DSAP)	⁽¹⁾	06/01/2004		A		262.86		⁽¹⁾	⁽¹⁾	Common Stock	262.86	⁽²⁾	5,556.27	D
Brink's Units (DSAP)	⁽¹⁾	06/01/2004		A		4.28		⁽¹⁾	⁽¹⁾	Common Stock	4.28	⁽²⁾	5,560.55⁽³⁾	D
Option - Right to Buy	$19.76	06/01/2004		M			700	01/01/1995	07/01/2004	Common Stock	700	⁽²⁾	16,681	D

Explanation of Responses:

1. The number of Brink's Units is calculated based on a per share price of $30.91. The Brink?s Units entitle the reporting person to receive a distribution in The Brink?s Company common stock in respect of all Brink?s Units in the reporting person?s account when, after completing at least five Years of Service as a Non-Employee Director (as such terms are defined in the Directors? Stock Accumulation Plan (the "Plan")), the reporting person terminates service on the Board of Directors for any of the reasons described in the Plan.

2. Not applicable.

3. Including all dividends to date.

Remarks:

	/s/ Elizabeth C. Restivo Elizabeth C. Restivo, Attorney-in-Fact for Roger G. Ackerman	06/03/2004
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

 EXHIBIT 24

						POWER OF ATTORNEY

	 KNOW ALL MEN BY THESE
PRESENTS that the undersigned hereby authorizes, designates and appoints
Austin F. Reed, McAlister C. Marshall, II and Elizabeth C. Restivo, and
each of them, his/her true and lawful attorney-in-fact and agent to sign
and file with the Securities and Exchange Commission on his/her behalf with
respect to the ownership of, or transactions in, securities of The Brink's
Company, any report, statement or form (including Form 3, Form 4 and Form
5), and to do any and all acts and things for purposes of complying with
Section 16 of the Securities Exchange Act of 1934, as amended, and any
rules, regulations and requirements of the Securities and Exchange
Commission thereunder; and the undersigned does hereby ratify and confirm
all that each of said attorneys shall do or cause to be done by virtue
hereof.

	 The authorization contained herein shall continue in effect
until revoked in writing.

	 IN WITNESS WHEREOF, I have hereunto set my
hand as of May 7, 2004.



									/s/ Roger G. Ackerman

- ---------------------------------------
									 Roger G. Ackerman