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

Feb 12, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Bloomin' Brands, Inc. (BLMN)
CIK: 0001546417
Period of Report: 2014-02-10

Reporting Person: Smith Jeffrey S (EVP&Pres Outback Steakhouse)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-10	Common Stock	A	5881	—	Acquired	30881	Direct
2014-02-10	Common Stock	F	1695	$22.77	Disposed	29186	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (right to buy)	$6.5	2020-04-06	Common Stock (274000.0)	274000	Direct
Stock Option (right to buy)	$17.4	2023-02-26	Common Stock (43409.0)	43409	Direct

Footnotes

F1: Represents shares of common stock acquired upon vesting of certain performance-based share units as a result of achievement of performance goals.

F2: These shares were withheld by the issuer to pay for the applicable withholding tax due upon vesting.

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 annual installments beginning on October 25, 2010.

F5: This option vests in four equal annual installments beginning on February 26, 2014.