Bloomin' Brands, Inc. — Director's Dealing 2014

Nov 18, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Bloomin' Brands, Inc. (BLMN)
CIK: 0001546417
Period of Report: 2014-11-14

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
2014-11-14	Common Stock	S	18307782	$20.26	Disposed	18307782	Indirect

Footnotes

F1: 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. On November 14, 2014, BC OSI IX sold 14,109,749 shares of Common Stock. Following such sale, BCI OSI IX held 14,109,750 shares of Common Stock.

F2: 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. On November 14, 2014, BC OSI IX-CO sold 3,996,022 shares of Common Stock. Following such sale, BC OSI IX-CO held 3,996,022 shares of Common Stock.

F3: 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. On November 14, 2014, BCIP G sold 2,299 shares of Common Stock. Following such sale, BCIP G held 2,299 shares of Common Stock.

F4: 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. On November 14, 2014, BCI 2006 sold 166,542 shares of Common Stock. Following such sale, BCI 2006 held 166,541 shares of Common Stock.

F5: BCI is also the administrative member of BCIP TCV, LLC ("BCIP TCV" and together BC OSI IX, BC OSI IX-CO, BCIP G and BCI 2006, the "Bain Entities"). 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. On November 14, 2014, BCIP TCV sold 33,170 shares of Common Stock. Following such sale, BCIP TCV held 33,170 shares of Common Stock.