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^*

Scarlett Gregg

(Last)

(First)

(Middle)

2202 N. WEST SHORE BLVD.

(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&Pres. Outback Steakhouse

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2018

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	02/26/2018		M		1,280⁽¹⁾	A	$0	11,723	D
Common Stock	02/26/2018		F		380⁽²⁾	D	$24.105	11,343	D
Common Stock	02/26/2018		M		16,973	A	$17.15	28,316	D
Common Stock	02/26/2018		M		12,029	A	$17.27	40,345	D
Common Stock	02/26/2018		M		6,889	A	$6.5	47,234	D
Common Stock	02/26/2018		M		37,140	A	$6.5	84,374	D
Common Stock	02/26/2018		S		84,374	D	$23.78⁽³⁾	0	D
Common Stock	02/27/2018		M		1,235⁽¹⁾	A	$0	1,235	D
Common Stock	02/27/2018		F		486⁽²⁾	D	$23.74	749	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)	$17.15	02/26/2018		M			16,973	⁽⁴⁾	02/25/2026	Common Stock	16,973	$17.15	16,973	D
Stock Option (right to buy)	$17.27	02/26/2018		M			12,029	⁽⁵⁾	02/24/2027	Common Stock	12,029	$17.27	36,090	D
Stock Option (right to buy)	$6.5	02/26/2018		M			6,889	⁽⁶⁾	04/06/2020	Common Stock	6,889	$6.5	0	D
Stock Option (right to buy)	$6.5	02/26/2018		M			37,140	⁽⁷⁾	09/02/2020	Common Stock	37,140	$6.5	0	D
Restricted Stock Units	$0.0⁽⁸⁾							⁽⁹⁾	⁽¹⁰⁾	Common Stock	15,789		15,789	D
Restricted Stock Units	$0.0⁽⁸⁾							⁽¹¹⁾	⁽¹⁰⁾	Common Stock	15,150		15,150	D
Restricted Stock Units	$0.0⁽⁸⁾							⁽¹²⁾	⁽¹⁰⁾	Common Stock	18,750		18,750	D
Restricted Stock Units	$0.0⁽⁸⁾							⁽¹³⁾	⁽¹⁰⁾	Common Stock	7,281		7,281	D
Restricted Stock Units	$0.0⁽⁸⁾							⁽¹⁴⁾	⁽¹⁰⁾	Common Stock	12,500		12,500	D
Stock Option (right to buy)	$24.1							⁽¹⁵⁾	02/23/2028	Common Stock	36,974		36,974	D
Stock Option (right to buy)	$17.8							⁽¹⁶⁾	03/01/2026	Common Stock	42,056		42,056	D
Stock Option (right to buy)	$17.96							⁽¹⁷⁾	08/01/2026	Common Stock	100,000		100,000	D
Stock Option (right to buy)	$24.14							⁽¹⁸⁾	04/01/2025	Common Stock	100,000		100,000	D
Stock Option (right to buy)	$25.36							⁽¹⁹⁾	02/26/2025	Common Stock	14,706		14,706	D
Stock Option (right to buy)	$25.32							⁽⁷⁾	02/27/2024	Common Stock	12,166		12,166	D
Stock Option (right to buy)	$18.73							⁽⁷⁾	02/01/2023	Common Stock	75,000		75,000	D

Explanation of Responses:

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

2. These shares were withheld by the issuer to pay for the applicable withholding tax due upon vesting of certain performance-based share units.

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 $23.610 to $24.020. 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. These stock options, in the original grant amount of 33,946, began vesting in four equal annual installments on February 25, 2017.

5. These stock options, in the original grant amount of 48,119, began vesting in four equal annual installments on February 24, 2018.

6. These stock options are replacement stock options and are fully vested.

7. These stock options are fully vested.

8. Each restricted stock unit represents the contingent right to receive one share of common stock of the issuer upon vesting of the unit.

9. These restricted stock units, in the original grant amount of 15,789, will begin vesting in four equal annual installments on February 23, 2019.

10. This field is not applicable.

11. These restricted stock units, in the original grant amount of 20,200, began vesting in four equal annual installments on February 24, 2018.

12. These restricted stock units, in the original grant amount of 25,000, began vesting in four equal annual installments on August 1, 2017.

13. These restricted stock units, in the original grant amount of 14,562, began vesting in four equal annual installments on February 25, 2017.

14. These restricted stock units, in the original grant amount of 25,000, began vesting in four equal annual installments on March 12, 2016.

15. These stock options, in the original grant amount of 36,974 will begin vesting in four equal annual installments on February 23, 2019.

16. These stock options, in the original grant amount of 42,056, vest on March 1, 2018.

17. These stock options, in the original grant amount of 100,000, began vesting in four equal annual installments on August 1, 2017.

18. These stock options, in the original grant amount of 100,000, began vesting in four equal annual installments on March 12, 2016.

19. These stock options, in the original grant amount of 14,706, began vesting in four equal annual installments on February 26, 2016.

Remarks:

	/s/ Kelly Lefferts, as Attorney-in-Fact	02/28/2018
	** 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).
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