SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Deno David J.

(Last)

(First)

(Middle)

2202 NORTH WEST SHORE BLVD

SUITE 500

(Street)

TAMPA

33607

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Bloomin' Brands, Inc. [ BLMN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP & CFAO

3. Date of Earliest Transaction (Month/Day/Year)
05/01/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/01/2018		M		50,000⁽¹⁾	A	$14.58	65,135	D
Common Stock	05/01/2018		S		50,000⁽¹⁾	D	$24.51⁽²⁾	15,135	D
Common Stock	05/02/2018		M		50,000⁽¹⁾	A	$14.58	65,135	D
Common Stock	05/02/2018		S		50,000⁽¹⁾	D	$24.54⁽³⁾	15,135	D
Common Stock	05/03/2018		M		16,956⁽¹⁾	A	$14.58	32,091	D
Common Stock	05/03/2018		S		16,956⁽¹⁾	D	$24.5⁽⁴⁾	15,135	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$14.58	05/01/2018		M			50,000⁽¹⁾	⁽⁵⁾	05/07/2022	Common Stock	50,000	$0	249,040	D
Stock Option (right to buy)	$14.58	05/02/2018		M			50,000⁽¹⁾	⁽⁵⁾	05/07/2022	Common Stock	50,000	$0	199,040	D
Stock Option (right to buy)	$14.58	05/03/2018		M			16,956⁽¹⁾	⁽⁵⁾	05/07/2022	Common Stock	16,956	$0	182,084	D
Restricted Stock Units	$0.0⁽⁶⁾							⁽⁷⁾	⁽⁸⁾	Common Stock	18,326		18,326	D
Restricted Stock Units	$0.0⁽⁶⁾							⁽⁹⁾	⁽⁸⁾	Common Stock	18,237		18,237	D
Restricted Stock Units	$0.0⁽⁶⁾							⁽¹⁰⁾	⁽⁸⁾	Common Stock	12,135		12,135	D
Stock Option (right to buy)	$24.1							⁽¹¹⁾	02/23/2028	Common Stock	42,917		42,917	D
Stock Option (right to buy)	$17.27							⁽¹²⁾	02/24/2027	Common Stock	57,921		57,921	D
Stock Option (right to buy)	$17.15							⁽¹³⁾	02/25/2026	Common Stock	56,577		56,577	D
Stock Option (right to buy)	$25.36							⁽¹⁴⁾	02/26/2025	Common Stock	55,760		55,760	D
Stock Option (right to buy)	$25.32							⁽⁵⁾	02/27/2024	Common Stock	58,800		58,800	D
Stock Option (right to buy)	$17.4							⁽⁵⁾	02/26/2023	Common Stock	72,551		72,551	D

Explanation of Responses:

1. This transaction was effected by the reporting person pursuant to a Rule 10b5-1 trading plan that was entered into on March 6, 2018.

2. Price reflected is the weighted-average sale price for shares sold. The shares were sold in multiple transactions, and the range of sale prices for the transactions reported was $24.50 to $24.55. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or any staff member of the Securities and Exchange Commission, upon request, information regarding the number of shares sold at each separate price.

3. Price reflected is the weighted-average sale price for shares sold. The shares were sold in multiple transactions, and the range of sale prices for the transactions reported was $24.50 to $24.73. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or any staff member of the Securities and Exchange Commission, upon request, information regarding the number of shares sold at each separate price.

4. Price reflected is the weighted-average sale price for shares sold. The shares were sold in multiple transactions, and the range of sale prices for the transactions reported was $24.50 to $24.51. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or any staff member of the Securities and Exchange Commission, upon request, information regarding the number of shares sold at each separate price.

5. These stock options are fully vested.

6. Each restricted stock unit represents a contingent right to receive one share of common stock of the issuer.

7. These restricted stock units, in the original amount of 18,326, will begin vesting in four equal installments on February 23, 2019.

8. This field is not applicable.

9. These restricted stock units, in the original grant amount of 24,315, began vesting in four equal annual installments on February 24, 2018.

10. These restricted stock units, in the original grant amount of 24,269, began vesting in four equal annual installments on February 25, 2017.

11. These stock options, in the original grant amount of 42,917 will begin vesting in four equal annual installments on February 23, 2019.

12. These stock options, in the original grant amount of 57,921, began vesting in four equal annual installments on February 24, 2018.

13. These stock options, in the original grant amount of 56,577, began vesting in four equal annual installments on February 25, 2017.

14. These stock options, in the original grant amount of 55,760, began vesting in four equal annual installments on February 26, 2016.

Remarks:

	/s/ Kelly Lefferts, as Attorney-in-Fact	05/03/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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