13D Filing: Starboard Value LP and Brinks Co (BCO)

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Percentage: Approximately 4.3%

(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 2,188,930
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 2,188,930
(c) None of Messrs. Smith, Mitchell or Feld has entered into any transactions in the Shares during
the past sixty days. The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP
and through the Starboard Value LP Account during the past sixty days are set forth in Schedule A and are incorporated herein by
reference.

Each Reporting Person, as a member of
a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of
1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons.  Each
Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended to add the following:

As previously disclosed
in Amendment No. 7 to the Schedule 13D, Starboard V&O Fund has entered into a cash-settled total return swap agreement with
Société Générale as the counterparty (the “Swap”) that constitutes economic exposure to
an aggregate of 1,456,045 notional Shares, or approximately 2.9% of the outstanding Shares. The Swap provides Starboard V&O
Fund with economic results that that are comparable to the economic results of ownership but do not provide it with the power
to vote or direct the voting or dispose of or direct the disposition of the Shares that are the subject of the Swap.

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