Sec Form 4 Filing - Marshall McAlister C II @ BRINKS CO - 2015-05-06

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Marshall McAlister C II 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 and Gen Counsel (Last) (First) (Middle) 1801 BAYBERRY COURT, P.O. BOX 18100 3. Date of Earliest Transaction (MM/DD/YY) 05/06/2015 (Street) RICHMOND, VA23226 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 05/08/2015 M 20,000 A $ 27.59 52,830 ( 1 ) D Common Stock 05/08/2015 S 18,251 D $ 32.7 ( 2 ) 34,579 ( 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Employee Stock Option (Right to Buy) $ 27.59 05/08/2015 M 20,000 ( 4 ) 07/09/2015 Common Stock 20,000 $ 0 0 ( 5 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Marshall McAlister C II 1801 BAYBERRY COURT P.O. BOX 18100 RICHMOND, VA23226 VP and Gen Counsel Signatures /s/ Lindsay K. Blackwood,Lindsay K. Blackwood, Attorney-in-Fact 05/11/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes Restricted Stock Units that have not yet vested. ( 2 )Weighted average of sale prices, which ranged from $32.69 to $32.74. The Reporting Person undertakes to provide upon request by the SEC staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price. ( 3 )Includes Restricted Stock Units that have not yet vested as well as 1,749 shares of The Brink's Company ("BCO") common stock, purchased with the proceeds of the sale of 18,251 shares of BCO common stock referenced in column 4. This transaction was the result of an exercise of 20,000 options, due to expire on July 9, 2015. See Table II and related footnotes. ( 4 )The options vested in three installments as follows: 6,667 shares on July 9, 2010, 6,667 shares on July 9, 2011, and 6,666 shares on July 9, 2012. ( 5 )The Reporting Person held options (vested and unvested) for a total of 73,642 shares as of May 8, 2015, following the Reported Transactions.

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).

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