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: Humphrey David (Director, 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"). On November 14, 2014, BC OSI IX sold 14,109,749 shares of Common Stock. Following such sale, BC 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"). On November 14, 2014, BCI OSI IX-CO sold 3,996,022 shares of Common Stock. Following such sale, BCI OSI IX-Co held 3,996,022 shares of Common Stock.

F3: BCI is also the managing partner of BCIP Associates-G ("BCIP G"). 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"). 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"). 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.

F6: Mr. David Humphrey is a Managing Director of BCI. By virtue of the relationships described in these footnotes, Mr. Humphrey may be deemed to share voting and dispositive power with respect to the shares of Common Stock held by Bain Entities. Mr. Humphrey disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.