Bloomin' Brands, Inc. — Director's Dealing 2012

Sep 13, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Bloomin' Brands, Inc. (BLMN)
CIK: 0001546417
Period of Report: 2012-09-11

Reporting Person: BAIN CAPITAL INVESTORS LLC (10% Owner)
Reporting Person: Bain Capital (OSI) IX, L.P. (10% Owner)
Reporting Person: Bain Capital (OSI) IX Coinvestment, L.P. (10% Owner)
Reporting Person: Bain Capital Integral Investors 2006, LLC (10% Owner)
Reporting Person: BCIP TCV, LLC (10% Owner)
Reporting Person: BCIP Associates-G (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-09-11	Common Stock	S	846229	$10.34	Disposed	67527489	Indirect

Footnotes

F1: These shares of Bloomin' Brands, Inc. common stock were sold by the reporting persons pursuant to the underwriter's partial exercise of its option to purchase additional shares of Bloomin' Brands, Inc. common stock under the underwriting agreement entered into in connection with the initial public offering of Bloomin' Brands, Inc. common stock.

F2: Bain Capital Investors, LLC ("BCI") is the sole general partner of Bain Capital Partners IX, L.P. ("BCP IX"), which is the sole general partner of Bain Capital (OSI) IX, L.P. ("BC OSI IX"). As a result, each of BCI and BCP IX may be deemed to share voting and dispositive power with respect to the shares of Common Stock held by BC OSI IX. Each of BCI and BCP IX disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.

F3: BCP IX is also the sole general partner of Bain Capital (OSI) IX Coinvestment, L.P. ("BC OSI IX-CO"). As a result, each of BCI and BCP IX may be deemed to share voting and dispositive power with respect to the shares of Common Stock held by BC OSI IX-CO. Each of BCI and BCP IX disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.

F4: BCI is also the managing partner of BCIP Associates-G ("BCIP G"). As a result, BCI may be deemed to share voting and dispositive power with respect to the shares of Common Stock held by BCIP G. BCI disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.

F5: BCI is also the administrative member of Bain Capital Integral Investors 2006, LLC ("BCI 2006"). As a result, BCI may be deemed to share voting and dispositive power with respect to the shares of Common Stock held by BCI 2006. BCI disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.

F6: BCI is also the administrative member of BCIP TCV, LLC ("BCIP TCV"). As a result, BCI may be deemed to share voting and dispositive power with respect to the shares of Common Stock held by BCIP TCV. BCI disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.