BRINKS CO — Director's Dealing 2020

Feb 25, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BRINKS CO (BCO)
CIK: 0000078890
Period of Report: 2020-02-20

Reporting Person: Shemanski Raphael J. (SVP)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-02-20	Common Stock	A	4988	$0.00	Acquired	55423	Direct
2020-02-20	Common Stock	A	801	$0.00	Acquired	56224	Direct
2020-02-20	Common Stock	A	3299	$0.00	Acquired	59523	Direct
2020-02-21	Common Stock	F	323	$84.09	Disposed	59200	Direct
2020-02-22	Common Stock	F	306	$84.09	Disposed	58894	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-02-20	Employee Stock Options (Right to Buy)	$84.52	A	13002	Acquired	2026-02-20	Common Stock (13002)	Direct

Footnotes

F1: Represents internal metric performance share units granted in February 2017, for which the performance and vesting periods ended December 31, 2019, and for which the settlement date was February 20, 2020.

F2: Includes Restricted Stock Units that have not yet vested and shares that will be withheld to satisfy tax withholding obligations for the reporting person on the date that the performance share units are paid to the reporting person. The shares withheld will be reported on a subsequent filing.

F3: Represents relative total shareholder return performance share units granted in February 2017, for which the performance period ended December 31, 2019, and for which the settlement date was February 20, 2020.

F4: Each Restricted Stock Unit represents a right to receive, subject to the terms and conditions of the 2017 Equity Incentive Plan and a Restricted Stock Units Award Agreement, one share of the Company's common stock subject to vesting in three annual installments, beginning in February 2021.

F5: Includes 9,585 Restricted Stock Units that have not yet vested and shares that will be withheld to satisfy tax withholding obligations for the reporting person on the date that the performance share units are paid to the reporting person. The shares withheld will be reported on a subsequent filing.

F6: The Company withheld shares of common stock to satisfy the tax withholding obligation for the Reporting Person's Restricted Stock Units that vested on February 21, 2020.

F7: Includes 8,411 Restricted Stock Units that have not yet vested and shares that will be withheld to satisfy tax withholding obligations for the reporting person on the date that the performance share units are paid to the reporting person. The shares withheld will be reported on a subsequent filing.

F8: The Company withheld shares of common stock to satisfy the tax withholding obligation for the Reporting Person's Restricted Stock Units that vested on February 22, 2020.

F9: Includes 7,143 Restricted Stock Units that have not yet vested and shares that will be withheld to satisfy tax withholding obligations for the reporting person on the date that the performance share units are paid to the reporting person. The shares withheld will be reported on a subsequent filing.

F10: The options vest on the third anniversary of the grant date, February 20, 2023.