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*
McCue Darren M

(Last) (First) (Middle)
1801 BAYBERRY COURT
P.O. BOX 18100

(Street)
RICHMOND VA 23226

(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
VP & Chief Comm Strat Officer
3. Date of Earliest Transaction (Month/Day/Year)
05/03/2013
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)
Code V Amount (A) or (D) Price
Common Stock 05/03/2013 A 3,783(1) A $0.00 3,783(2) 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Market Share Units (3) 05/03/2013 A 3,786 (4) (4) Common Stock (3) $0.00 3,786 D
Explanation of Responses:
1. Each Restricted Stock Unit represents a right to receive, subject to the terms and conditions of the 2013 Equity Incentive Plan and a Restricted Stock Units Award Agreement, one share of the Company's common stock subject to vesting in three equal annual installments, beginning on May 3, 2014.
2. Restricted Stock Units that have not yet vested.
3. Each Market Share Unit represents a right to receive, subject to the terms and conditions of the 2013 Equity Incentive Plan and a Market Share Units Award Agreement, a minimum of 0 shares and a maximum of up to 1.5 shares of the Company's common stock, based on the average closing stock price for the twenty trading days leading up to and including December 31, 2015, as compared to the average closing stock price for the twenty trading days leading up to and including the grant date of the Market Share Unit award.
4. Under the terms of the Market Share Units Award Agreements, the units will become earned and payable, if at all, upon the Compensation and Benefits Committee's determination of the amount of shares of Company common stock payable pursuant to each outstanding Market Share Unit award.
Remarks:
EXHIBIT INDEX Exhibit 24 - Power of Attorney
/s/ Elizabeth C. Restivo, Elizabeth C. Restivo, Attorney-in-Fact 05/07/2013
** 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 BY THESE PRESENTS that the undersigned hereby authorizes,
designates and appoints McAlister C. Marshall, II, Lindsay K. Blackwood and
Elizabeth C. Restivo, and each of them, his true and lawful attorney-in-fact and
agent to sign and file with the Securities and Exchange Commission on his 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
any amendments thereto), 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 or without notice upon termination of the attorney-in-fact and
agent's employment with The Brink's Company and any affiliate thereof.

     IN WITNESS WHEREOF, I have hereunto set my hand as of March 1, 2013.



	                                        /s/ Darren M. McCue
                                              --------------------------
                                                  Darren M. McCue