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

UNITED STATES

SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 8)¹

The Brink’s Company

(Name
of Issuer)

Common Stock,
par value $1.00 per share

(Title of Class of Securities)

109696104

(CUSIP Number)

JEFFREY
C. SMITH

STARBOARD
VALUE LP

777 Third Avenue, 18th Floor

New York, New York 10017

(212) 845-7977

STEVE
WOLOSKY, ESQ.

OLSHAN
FROME WOLOSKY LLP

1325
Avenue of the Americas

New
York, New York 10019

(212)
451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices
and Communications)

May 31, 2017

(Date of Event Which Requires
Filing of This Statement)

If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box ¨.

Note:  Schedules
filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See
§ 240.13d-7 for other parties to whom copies are to be sent.

1
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided
in a prior cover page.

The information required
on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).

*Possesses economic exposure to an aggregate of 3,644,975 shares
(representing approximately 7.2% of the outstanding shares) due to certain cash-settled total return swaps as further explained
in Item 6.

*Possesses economic exposure to an aggregate of 2,619,272 shares
(representing approximately 5.2% of the outstanding shares) due to certain cash-settled total return swaps as further explained
in Item 6.

*Possesses economic exposure to an aggregate of 3,644,975 shares
(representing approximately 7.2% of the outstanding shares) due to certain cash-settled total return swaps as further explained
in Item 6.

*Possesses economic exposure to an aggregate of 3,644,975 shares
(representing approximately 7.2% of the outstanding shares) due to certain cash-settled total return swaps as further explained
in Item 6.

*Possesses economic exposure to an aggregate of 3,644,975 shares
(representing approximately 7.2% of the outstanding shares) due to certain cash-settled total return swaps as further explained
in Item 6.

*Possesses economic exposure to an aggregate of 3,644,975 shares
(representing approximately 7.2% of the outstanding shares) due to certain cash-settled total return swaps as further explained
in Item 6.

*Possesses economic exposure to an aggregate of 3,644,975 shares
(representing approximately 7.2% of the outstanding shares) due to certain cash-settled total return swaps as further explained
in Item 6.

*Possesses economic exposure to an aggregate of 3,644,975 shares
(representing approximately 7.2% of the outstanding shares) due to certain cash-settled total return swaps as further explained
in Item 6.

The following constitutes
Amendment No. 8 to the Schedule 13D filed by the undersigned (“Amendment No. 8”). This Amendment No. 8 amends the Schedule
13D as specifically set forth herein.

Item 3 is hereby amended
and restated to read as follows:

The Shares purchased
by each of Starboard V&O Fund, Starboard S LLC and Starboard CLP and held in the Starboard Value LP Account were purchased
with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business)
in open market purchases, except as otherwise noted, as set forth in Schedule A, which is incorporated by reference herein. The
aggregate purchase price of the 1,163,227 Shares beneficially owned by Starboard V&O Fund is approximately $30,715,425, excluding
brokerage commissions. The aggregate purchase price of the 373,416 Shares beneficially owned by Starboard S LLC is approximately
$10,723,171, excluding brokerage commissions. The aggregate purchase price of the 204,890 Shares beneficially owned by Starboard
C LP is approximately $5,481,657, excluding brokerage commissions. The aggregate purchase price of the 447,397 Shares held in the
Starboard Value LP Account is approximately $12,906,011, excluding brokerage commissions.

Item 4 is hereby amended
to add the following:

Starboard Value LP
(together with its affiliates, “Starboard”) has undertaken the sales reported in this Amendment No. 8 to the Schedule
13D in large part to effectuate a rebalancing of Starboard’s portfolio in light of the significant appreciation in the Issuer’s
stock price since Starboard filed its initial Schedule13D in the Issuer more than two years ago. The Shares sold by the Reporting
Persons represent approximately 28% of the Reporting Persons’ total equity position in the Issuer.  Starboard intends
to remain a large shareholder of the Issuer, and Mr. Feld continues as an active member of the Issuer’s Board of Directors.

Items 5(a)-(c) are
hereby amended and restated to read as follows:

The aggregate percentage
of Shares reported owned by each person named herein is based upon 50,387,494 Shares outstanding, as of April 24, 2017, which
is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities
and Exchange Commission on April 26, 2017.

Percentage: Approximately 2.3%

Percentage: Less than 1%

Percentage: Less than 1%

Percentage: Less than 1%

Percentage: Less than 1%

Percentage: Approximately 4.3%

Percentage:
Approximately 4.3%

Percentage: Approximately 4.3%

Percentage: Approximately 4.3%

Percentage: Approximately 4.3%

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 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.

SIGNATURES

After reasonable
inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.

Dated: June 2, 2017

SCHEDULE A

Transactions in the Shares During
the Past Sixty Days

STARBOARD
VALUE AND OPPORTUNITY MASTER FUND LTD

Starboard
Value and Opportunity S LLC

Starboard
Value and Opportunity C LP

STARBOARD
VALUE LP

(Through the Starboard Value LP Account)