Bloomin' Brands, Inc. — Director's Dealing 2015

Mar 2, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Bloomin' Brands, Inc. (BLMN)
CIK: 0001546417
Period of Report: 2015-02-26

Reporting Person: Humphrey David (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-26	Common Stock	J	972071	$0.00	Disposed	17335711	Indirect
2015-02-26	Common Stock	G	2173	$0.00	Disposed	0	Direct

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").

F2: BCP IX is also the sole general partner of Bain Capital (OSI) IX Coinvestment, L.P. ("BC OSI IX-CO").

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

F4: BCI is also the administrative member of Bain Capital Integral Investors 2006, LLC ("BCI 2006").

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").

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 the Bain Entities. Mr. Humphrey disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

F7: On February 26, 2015, the Bain Entities distributed 972,071 shares of Common Stock to one or more charities in connection with certain charitable gifts made by each member or partners on February 26, 2015.

F8: Mr. Humphrey made a charitable gift of all 2,173 shares of Common Stock that he received in connection with the distribution.