SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Trotter Robert D

(Last)

(First)

(Middle)

8880 ESTERS BLVD.

(Street)

IRVING

75063

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Brink's Home Security Holdings, Inc. [ CFL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Senior Vice President

3. Date of Earliest Transaction (Month/Day/Year)
05/14/2010

4. If Amendment, Date of 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

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	05/14/2010		D		2,400	D	⁽¹⁾	0	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 (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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (Right to Buy)	$16.06	05/14/2010		D			3,714	⁽²⁾	07/07/2011	Common Stock	3,714	⁽²⁾	0	D
Employee Stock Option (Right to Buy)	$28.59	05/14/2010		D			15,605	⁽²⁾	07/12/2013	Common Stock	15,605	⁽²⁾	0	D
Employee Stock Option (Right to Buy)	$28.78	05/14/2010		D			15,605	⁽²⁾	07/10/2014	Common Stock	15,605	⁽²⁾	0	D
Employee Stock Option (Right to Buy)	$19.06	05/14/2010		D			15,000	⁽²⁾	12/02/2014	Common Stock	15,000	⁽²⁾	0	D
Employee Stock Option (Right to Buy)	$21.19	05/14/2010		D			15,000	⁽²⁾	02/20/2015	Common Stock	15,000	⁽²⁾	0	D
Employee Stock Option (Right to Buy)	$41.23	05/14/2010		D			8,000	⁽²⁾	02/19/2016	Common Stock	8,000	⁽²⁾	0	D
Deferred Share Units	⁽³⁾	05/14/2010		D			6,370.81	⁽⁴⁾	⁽³⁾	Common Stock	6,370.81	⁽⁴⁾	0	D

Explanation of Responses:

1. Pursuant to the terms of the Agreement and Plan of Merger, dated as of January 18, 2010, as amended, by and among Brink's Home Security Holdings, Inc. (the "Company"), Tyco International Ltd. ("Tyco"), Barricade Merger Sub, Inc., and, solely for the purposes specified therein, ADT Security Services, Inc. (the "Merger Agreement"), and as announced by Tyco pursuant to a press release dated May 14, 2010, each outstanding share of the Company's common stock was converted into, effective as of May 14, 2010, the right to receive: (i) $13.15 in cash and 0.7562 Tyco shares, for those Company shareholders who made an all-cash election; (ii) 1.0951 Tyco shares, for those Company shareholders who made an all-stock election; and (iii) $12.75 in cash and 0.7666 Tyco shares, for those Company shareholders who made a mixed cash/stock election or who failed to make an election by the election deadline.

2. Pursuant to the Merger Agreement, at the effective time of the merger, each outstanding Company stock option, except for those stock options granted by the Company on February 19, 2010 (which will remain subject to existing vesting terms), automatically vested and became fully exercisable and converted into an option to purchase a number of Tyco common shares equal to the product of (i) the number of shares of Company common stock underlying such stock option prior to conversion and (ii) 1.0951, which is the exchange ratio applicable to a Company shareholder who made an all-stock election in connection with the merger (the "Exchange Ratio").

3. Under the terms of the Key Employees' Deferred Compensation Program (the "Program"), the Reporting Person has chosen to make salary deferrals to an incentive account. On the first business day of each month, the amount of salary deferred to the Reporting Person's account during the previous month, plus any matching amounts, is converted into units representing shares of Company common stock and credited to the Reporting Person's account in accordance with the terms of the Program. Dividends are calculated and credited to the Reporting Person's total account balance in accordance with the terms of the Program.

4. Pursuant to the Merger Agreement, at the effective time of the merger each outstanding Company deferred share unit converted, at Tyco's election, into a right to receive an account under Tyco's supplemental retirement plan with a notional balance equal to the product of (i) the number of shares of Company common stock subject to such deferred unit prior to conversion and (ii) $42.50.

Remarks:

	/s/ John S. Davis, Attorney-in-Fact for Robert D. Trotter	05/18/2010
	** Signature of Reporting Person	Date
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.