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

Mar 12, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Bloomin' Brands, Inc. (BLMN)
CIK: 0001546417
Period of Report: 2014-03-10

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
2014-03-10	Common Stock	S	14803610	$23.5813	Disposed	36615564	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 March 10, 2014, BC OSI IX sold 11,240,216 shares of Common Stock. Following such sale, BCI OSI IX held 28,219,499 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 March 10, 2014, BC OSI IX-CO sold 3,415,361 shares of Common Stock. Following such sale, BC OSI IX-CO held 7,992,044 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 March 10, 2014, BCIP G sold 1,965 shares of Common Stock. Following such sale, BCIP G held 4,598 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 March 10, 2014, BCI 2006 sold 117,719 shares of Common Stock. Following such sale, BCI 2006 held 333,083 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 March 10, 2014, BCIP TCV sold 28,349 shares of Common Stock. Following such sale, BCIP TCV held 66,340 shares of Common Stock.