BRINKS CO — Director's Dealing 2018

May 8, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BRINKS CO (BCO)
CIK: 0000078890
Period of Report: 2018-05-04

Reporting Person: Herling Michael J (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-05-05	Common Stock	M	1809	—	Acquired	5523	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-05-04	Deferred Stock Units	$	A	1679	Acquired		Common Stock (1679)	Direct
2018-05-05	Deferred Stock Units	$	M	1809	Disposed		Common Stock (1809)	Direct

Footnotes

F1: Represents the conversion upon vesting of Deferred Stock Units ("DSUs") into The Brink's Company (the "Company") Common Stock. On May 5, 2018, 1,809 DSUs, which were granted to the Reporting Person on May 5, 2017, vested. Such DSUs were previously reported in Table II on a Form 4 filed with the Securities and Exchange Commission on May 9, 2017.

F2: Each DSU represents the right to receive, at settlement, one share of Company Common Stock.

F3: Subject to the terms and conditions of the 2017 Equity Incentive Plan and a Deferred Stock Units Award Agreement (the "Award Agreement"), the Reporting Person has been granted Deferred Stock Units ("DSUs") that vest upon the earlier of: (1) the one year anniversary of the grant date; and (2) the following year's annual meeting of shareholders, but in any event the DSUs shall not have a vesting period of less than six months. The vesting accelerates upon a change in control of The Brink's Company (the "Company"). The DSUs will be settled in Company common stock on a one-for-one basis upon vesting. Pursuant to terms of the Award Agreement, the DSUs will be forfeited if the director ceases to serve as a member of the Board of Directors of the Company prior to the expiration of the vesting period.

F4: Includes 21,539 DSUs that have vested and will be settled in Company common stock on a one-for-one basis, pursuant to the applicable terms of the Reporting Person's deferral election, either six months following the Reporting Person's termination of service from the Board of Directors of the Company or on a future date selected by the Reporting Person at the
time of his deferral election.

F5: This Deferred Stock Unit award was granted on May 5, 2017 and vested in full on May 5, 2018.