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^*

Sweeney Michael E

(Last)

(First)

(Middle)

1801 BAYBERRY COURT

PO BOX 18100

(Street)

RICHMOND

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)
Controller

3. Date of Earliest Transaction (Month/Day/Year)
02/16/2023

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

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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	02/16/2023		A		2,544⁽¹⁾	A	$0	9,612⁽²⁾⁽³⁾	D
Common Stock	02/24/2024		F		766⁽⁴⁾	D	$82	8,846⁽³⁾	D
Common Stock	02/24/2024		D		227	D	⁽⁵⁾	8,619⁽³⁾	D
Common Stock	02/24/2024		F		139⁽⁶⁾	D	$82	8,480⁽³⁾	D
Common Stock	02/24/2024		D		37	D	⁽⁷⁾	8,443⁽³⁾	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)
Program Units	⁽⁸⁾	02/24/2024		D		227		⁽⁸⁾	⁽⁸⁾	Common Stock	227	⁽⁵⁾	356.63	D
Program Units	⁽⁸⁾	02/24/2024		D		37		⁽⁸⁾	⁽⁸⁾	Common Stock	37	⁽⁷⁾	393.63	D

Explanation of Responses:

1. Represents Internal Metric Performance Share Units ("IM PSUs") granted in February 2021, for which the performance period ended December 31, 2022, and for which the performance criteria were certified as being satisfied on February 16, 2023.

2. Reflects the ownership of the reporting person as of his last filed Form 4 and then accounting for the transaction reported in this row.

3. Includes Restricted Stock Units that have not yet vested.

4. The Brink's Company ("BCO") withheld shares of common stock to satisfy the tax withholding obligation for the Reporting Person's IM PSUs that settled on February 24, 2024.

5. In connection with the vesting on February 24, 2024 of IM PSUs previously granted to the Reporting Person, the Reporting Person's receipt of 227 shares of BCO common stock was deferred, resulting in 227 Program Units (each of which is the economic equivalent of one share of BCO common stock) credited to the Reporting Person's stock incentive account under the terms of the Key Employees' Deferred Compensation Program (the "Program"). The Reporting Person is therefore reporting the disposition of 227 shares of BCO common stock in exchange for an equal number of Program Units.

6. BCO withheld shares of common stock to satisfy the tax withholding obligation for the Reporting Person's Restricted Stock Units that vested on February 24, 2024.

7. In connection with the vesting on February 24, 2024 of Restricted Stock Units previously granted to the Reporting Person, the Reporting Person's receipt of 37 shares of BCO common stock was deferred, resulting in 37 Program Units credited to the Reporting Person's stock incentive account under the terms of the Program. The Reporting Person is therefore reporting the disposition of 37 shares of BCO common stock in exchange for an equal number of Program Units.

8. Program Units credited to the Reporting Person's stock incentive account under the terms of the Program will settle in BCO 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 employment with BCO or (2) on a future date selected by the Reporting Person at the time of his or her deferral election.

Remarks:

	/s/ Beth Davis, Attorney-in-Fact	02/27/2024
	** 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.