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Form 4 Bloomin' Brands, Inc. For: Nov 01 Filed by: SMITH ELIZABETH A

November 3, 2016 9:56 PM EDT
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
Expires: December 31, 2014
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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 *
SMITH ELIZABETH A
(Last) (First) (Middle)
2202 NORTH WEST SHORE BLVD
SUITE 500
(Street)
TAMPA FL 33607
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Bloomin' Brands, Inc. [ BLMN ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chairman and CEO
3. Date of Earliest Transaction (Month/Day/Year)
11/01/2016
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)
Code V Amount (A) or (D) Price
Common Stock 11/01/2016   M   125,000 A $ 6.5 167,313 D  
Common Stock 11/01/2016   S   125,000 D $ 17.195 (1) 42,313 D  
Common Stock 11/02/2016   M   125,000 A $ 6.5 167,313 D  
Common Stock 11/02/2016   S   125,000 D $ 17.112 (2) 42,313 D  
Common Stock 11/03/2016   M   37,576 A $ 6.5 79,889 D  
Common Stock 11/03/2016   S   37,576 D $ 17.079 (3) 42,313 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) $ 6.50 11/01/2016   M     125,000   (4) 11/16/2019 Common Stock 125,000.00 $ 6.5 3,475,000 D  
Stock Option (right to buy) $ 6.50 11/02/2016   M     125,000   (4) 11/16/2019 Common Stock 125,000.00 $ 6.5 3,350,000 D  
Stock Option (right to buy) $ 6.50 11/03/2016   M     37,576   (4) 11/16/2019 Common Stock 37,576.00 $ 6.5 3,312,424 D  
Restricted Stock Units $ 0               (5)   (6) Common Stock 112,010.00   112,010 D  
Stock Option (right to buy) $ 17.15               (7) 02/25/2026 Common Stock 261,122.00   261,122 D  
Stock Option (right to buy) $ 25.36               (8) 02/26/2025 Common Stock 220,589.00   220,589 D  
Stock Option (right to buy) $ 25.32               (9) 02/27/2024 Common Stock 177,940.00   177,940 D  
Stock Option (right to buy) $ 10.03               (4) 07/01/2021 Common Stock 550,000.00   550,000 D  
Explanation of Responses:
1. Price reflected is the weighted-average sales price for the shares sold. The shares were sold in multiple transactions, and the range of sale prices for the transactions reported was $17.09 to $17.52. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or any staff member of the Securities and Exchange Commission, upon request, information regarding the number of shares sold at each separate price
2. Price reflected is the weighted-average sales price for the shares sold. The shares were sold in multiple transactions, and the range of sale prices for the transactions reported was $17.00 to $17.29. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or any staff member of the Securities and Exchange Commission, upon request, information regarding the number of shares sold at each separate price.
3. Price reflected is the weighted-average sales price for the shares sold. The shares were sold in multiple transactions, and the range of sale prices for the transactions reported was $17.00 to $17.25. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or any staff member of the Securities and Exchange Commission, upon request, information regarding the number of shares sold at each separate price.
4. These stock options are fully vested.
5. These restricted stock units, in the original grant amount of 112,010, will begin vesting in four equal annual installments on February 25, 2017.
6. This field is not applicable.
7. These stock options, in the original grant amount of 261,122, will begin vesting in four equal annual installments beginning on February 25, 2017.
8. These stock options, in the original grant amount of 220,589, began vesting in four equal annual installments on February 26, 2016.
9. These stock options, in the original grant amount of 177,940, began vesting in four equal annual installments on February 27, 2015.
/s/ Kelly Lefferts, as Attorney-in-Fact 11/03/2016
** 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.

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