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)
Exec Vice Pres and CFO
(Last)
(First)
(Middle)
1801 BAYBERRY COURT, P.O. BOX 18100
3. Date of Earliest Transaction (Month/Day/Year)
06/15/2016
(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)
Code V Amount (A) or (D) Price
Common Stock 06/15/2016   M   40,000 (1) A $ 19.05 122,559 (2) D  
Common Stock 06/15/2016   F   32,832 (1) D $ 28.98 89,727 (3) D  

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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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy) $ 19.05 06/15/2016   M     40,000   (4) 07/08/2016 Common Stock 40,000 $ 0 0 (5) D  

Reporting Owners

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

Signatures

 /s/Lindsay K. Blackwood, Attorney-in-Fact   06/17/2016
**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) Reflects the exercise of 40,000 options held since the grant date of July 8, 2010 and due to expire on July 8, 2016. As a result of this transaction, Mr. Dziedzic owns an additional 7,168 shares of the Company's common stock and received no cash proceeds from the exercise of the options. 32,832 shares were withheld by the Issuer at a market price of $28.98 per share to fund the exercise price and related taxes.
(2) Includes Restricted Stock Units that have not yet vested.
(3) Includes Restricted Stock Units that have not yet vested as well as 7,168 shares of the Company's common stock acquired as a result of the exercise of 40,000 options, due to expire on July 8, 2016. See Table II and related footnotes.
(4) The options vested in three installments as follows: 13,334 shares on July 8, 2011, 13,333 shares on July 8, 2012, and 13,333 shares on July 8, 2013.
(5) The Reporting Person held options (vested) for a total of 82,029 shares as of June 15, 2016, following the Reported Transactions.

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