Sec Form 4 Filing - Zukerman Amit @ BRINKS CO - 2018-02-22

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 Zukerman Amit 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) Executive Vice President (Last) (First) (Middle) 1801 BAYBERRY COURT, P.O. BOX 18100 3. Date of Earliest Transaction (MM/DD/YY) 02/22/2018 (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 02/22/2018 M 9,879 A 48,401 ( 2 ) D Common Stock 02/22/2018 A 17,260 ( 3 ) A $ 0 65,661 ( 2 ) D Common Stock 02/22/2018 A 4,323 ( 4 ) A $ 0 69,984 ( 5 ) 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 Market Share Units ( 1 ) 02/22/2018 M 6,586 ( 1 ) ( 1 ) Common Stock ( 1 ) $ 0 0 D Employee Stock Options (Right to Buy) $ 73.45 02/22/2018 A 17,438 ( 6 ) 02/22/2024 Common Stock 17,438 $ 0 17,438 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Zukerman Amit 1801 BAYBERRY COURT P.O. BOX 18100 RICHMOND, VA23226 Executive Vice President Signatures /s/Lindsay K. BlackwoodLindsay K. Blackwood, Attorney-in-Fact 02/26/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each market share unit represents the right to receive between 0 and 1.5 shares of common stock, based on the average closing price for the twenty trading days leading up to and including December 31, 2017 ($82.70), as compared to the average closing price for the twenty trading days leading up to and including December 31, 2014 ($23.19). ( 2 )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 market share units and performance share units are paid to the reporting person. The shares withheld will be reported on a subsequent filing. ( 3 )Represents performance share units granted in February 2015, for which the performance period ended December 31, 2017, and for which the settlement date was February 22, 2018. ( 4 )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 2019. ( 5 )Includes 10,614 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 market share units and performance share units are paid to the reporting person. The shares withheld will be reported on a subsequent filing. ( 6 )The options vest on the third anniversary of the grant date, February 22, 2021, if the average closing stock price over any 15 consecutive trading days between the grant date and the third anniversary was at least $91.81.

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).

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