Bloomin' Brands, Inc. — Director's Dealing 2013

Oct 30, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Bloomin' Brands, Inc. (BLMN)
CIK: 0001546417
Period of Report: 2013-10-29

Reporting Person: Shlemon Steven T (EVP & President of Carrabba's)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-10-29	Common Stock	M	50000	$6.50	Acquired	482774	Direct
2013-10-29	Common Stock	S	50000	$25	Disposed	432774	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-10-29	Stock Option (right to buy)	$6.5	M	50000	Disposed	2020-04-06	Common Stock (50000.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	6617	Indirect
Common Stock	1400	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (right to buy)	$17.4	2023-02-26	Common Stock (27206.0)	27206	Direct

Footnotes

F1: This transaction was effected by the reporting person pursuant to a Rule 10b5-1 trading plan.

F2: These shares are held by the reporting person as custodian for his minor son under the Florida Uniform Transfers to Minors Act. The reporting person disclaims beneficial ownership of these shares, and this report shall not be deemed an admission that the reporting person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.

F3: On April 6, 2010, the reporting person was granted a replacement stock option with an exercise price of $6.50 in exchange for an outstanding stock option with an exercise price of $10.00 per share. The original stock option was cancelled. Under the exchange program, the vested portion of the eligible stock options as of the grant date of the replacement stock options were exchanged for stock options that were fully vested. The unvested portion of the exchanged stock options were exchanged for unvested replacement stock options that vest and become exercisable over a period of time that is equal to the remaining vesting period of the exchanged stock options, plus one year, subject to the participant's continued employment through the new vesting date.

F4: This option is a replacement stock option and the remaining unvested portion vests in four equal installments beginning on October 25, 2010.

F5: Twenty-five percent (25%) of these options become exercisable on the first, second, third and fourth anniversaries of the date granted.