Edgar Filing: Dziedzic Joseph W

Ownership Submission

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 OF SECURITIES

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Dziedzic Joseph W

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)
Vice President and CFO

(Last)

(First)

(Middle)

1801 BAYBERRY COURT, P.O. BOX 18100

3. Date of Earliest Transaction (Month/Day/Year)
07/07/2011

(Street)

RICHMOND, VA 23226

4. If Amendment, Date 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

(City)

(State)

(Zip)

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	07/07/2011		A		8,925 ⁽¹⁾	A	$ 0	64,743	D
Common Stock	07/08/2011		F		1,074 ⁽²⁾	D	$ 31.035	63,669	D
Common Stock	07/09/2011		F		5,408 ⁽³⁾	D	$ 31.035	58,261 ⁽⁴⁾	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (Right to Buy)

$ 31.47

07/07/2011

29,750

⁽⁵⁾

07/07/2017

Common Stock

29,750

$ 0

29,750

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Dziedzic Joseph W 1801 BAYBERRY COURT P.O. BOX 18100 RICHMOND, VA 23226			Vice President and CFO

Signatures

/s/ Elizabeth C. Restivo, Elizabeth C. Restivo, Attorney-in-Fact		07/11/2011
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Subject to the terms and conditions of the 2005 Equity Incentive Plan and a Restricted Stock Units Award Agreement, the Reporting Person has been granted Restricted Stock Units and shall be entitled to receive following the relevant vesting date the number of shares of The Brink's Company's common stock underlying the Resticted Stock Units subject to vesting as follows: 2,975 shares on each of July 7, 2012, 2013 and 2014.
(2)	The Company withheld shares of common stock to satisy the tax withholding obligation for the Reporting Person's Restricted Stock Units that vested on July 8, 2011.
(3)	The Company withheld shares of common stock to satisy the tax withholding obligation for the Reporting Person's Restricted Stock Units that vested on July 9, 2011.
(4)	Includes 33,229 Restricted Stock Units that have not yet vested.
(5)	The options vest in three installments as follows: 9,917 shares on each of July 7, 2012 and 2013 and 9,916 shares on July 7, 2014.

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