BRKS Brooks Automation Inc

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CUSIP No. 114340102                   13G                      Page 2 of 4 Pages


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     1.   Names of Reporting Persons.
          I.R.S. Identification Nos. of above persons (entities only)

         D.F. Dent and Company, Inc.
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     2.   Check the Appropriate Box If a Member of a Group
          (See Instructions)
          (a)  |_|
          (b)  |_|
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     3.   SEC Use Only

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     4.   Citizenship or Place of Organization


          State of Maryland
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                   5.   SOLE VOTING POWER

                        3,583,433
                   -------------------------------------------------------------
                   6.   SHARED VOTING POWER
   NUMBER OF
     SHARES             0
  BENEFICIALLY     -------------------------------------------------------------
 OWNED BY EACH     7.   SOLE DISPOSITIVE POWER
   REPORTING
  PERSON WITH           3,583,433
                   -------------------------------------------------------------
                   8.   SHARED DISPOSITIVE POWER

                        0
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     9.   Aggregate Amount Beneficially Owned by Each Reporting Person

          3,583,433
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     10.  Check if the Aggregate Amount in Row (9) Excludes Certain Shares
          (See Instructions)  |_|
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     11.  Percent of Class Represented by Amount in Row (9)

          4.96%
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     12.  Type of Reporting Person (See Instructions)

          IA
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CUSIP No. 114340102                  13G                      Page 3 of 4 Pages


Item 1.

     (a) Name of Issuer:
         Brooks Automation, Inc.

     (b) Address of Issuer's Principal Executive Offices:
         15 Elizabeth Drive
         Chelmsford, MA 01824

Item 2.

     (a) Name of Person Filing:
         D.F. Dent and Company, Inc.

     (b) Address of the Principal Office or, if none, residence:
         400 East Pratt Street
         7th Floor
         Baltimore, MD 21202

     (c) Citizenship:
         Maryland

     (d) Title of Class of Securities:
         Common Stock

     (e) CUSIP Number:
         114340102

Item 3.  If this statement is filed pursuant to SS.240.13d-1(b) or 240.13d-2(b)
or (c), check whether the person filing is a:

     (a) |_| Broker or dealer registered under section 15 of the Act
             (15 U.S.C. 78o).

     (b) |_| Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

     (c) |_| Insurance company as defined in section 3(a)(19) of the Act
             (15 U.S.C. 78c).

     (d) |_| Investment company registered under section 8 of the Investment
             Company Act of 1940 (15 U.S.C 80a-8).

     (e) |X| An investment adviser in accordance with S.240.13d-1(b)(1)(ii)(E);

     (f) |_| An employee benefit plan or endowment fund in accordance with
             S.240.13d-1(b)(1)(ii)(F);

     (g) |_| A parent holding company or control person in accordance with
             S. 240.13d-1(b)(1)(ii)(G);

     (h) |_| A savings associations as defined in Section 3(b) of the Federal
             Deposit Insurance Act (12 U.S.C. 1813);

     (i) |_| A church plan that is excluded from the definition of an investment
             company under section 3(c)(14) of the Investment Company Act of
             1940 (15 U.S.C. 80a-3);

     (j) |_| Group, in accordance with S.240.13d-1(b)(1)(ii)(J).

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CUSIP No. 114340102                  13G                      Page 4 of 4 Pages



Item 4.  Ownership

Provide the following information regarding the aggregate number and percentage
of the class of securities of the issuer identified in Item 1.


     (a)  Amount beneficially owned:  3,583,433

     (b)  Percent of class:  4.96%

     (c)  Number of shares as to which the person has:

             (i) Sole power to vote or to direct the vote  3,583,433

            (ii) Shared power to vote or to direct the vote  None

           (iii) Sole power to dispose or to direct the disposition
                 of  3,583,433

          (iiii) Shared power to dispose or to direct the disposition
                 of  None

Item 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following |X|.

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company or Control Person.

Item 8. Identification and Classification of Members of the Group

Item 9. Notice of Dissolution of Group

Item 10. Certification

     (a)  The following certification shall be included if the statement is
          filed pursuant to S.240.13d-1(b):

          By  signing  below  I  certify  that,  to the best of my knowledge and
          belief, the securities referred to above were acquired and are held in
          the ordinary course of business and were not acquired and are not held
          for  the  purpose of or with the effect of changing or influencing the
          control  of the issuer of the securities and were not acquired and are
          not  held  in  connection  with or as a participant in any transaction
          having  that  purpose  or  effect,  other  than  activities  solely in
          connection with a nomination under ss240.14a-11.



After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.



                                                    November 1, 2019
                                    -------------------------------------------
                                                        Date


                                                   /s/ CAROLYN GAYNOR
                                    -------------------------------------------
                                                     Signature


                                              Chief Compliance Officer
                                    -------------------------------------------
                                                     Name/Title