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: NUNNELLY MARK E (Director, 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 person 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: Mr. Mark Nunnelly is a Managing Director of Bain Capital Investors, LLC ("BCI"). 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").

F3: BCI is also the sole general partner of BCP IX, which is also the sole general partner of Bain Capital (OSI) IX Coinvestment, L.P. ("BC OSI IX-CO").

F4: BCI is also the managing partner of BCIP Associates-G ("BCIP G").

F5: BCI is also the administrative member of Bain Capital Integral Investors 2006, LLC ("BCI 2006").

F6: BCI is also the administrative member of BCIP TCV, LLC ("BCIP TCV" and together with BC OSI IX, BC OSI IX-CO, BCIP G and BCI 2006, the "Bain Entities").

F7: By virtue of these relationships described in the foregoing footnotes, Mr. Nunnelly may be deemed to share voting and dispositive power with respect to all of the shares of Common Stock held by the Bain Entities. Mr. Nunnelly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.