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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/19/2022

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	02/19/2022		M		29,062⁽¹⁾	A	$0	202,329	D
Common Stock	02/19/2022		F		7,076⁽²⁾	D	$24.19	195,253	D
Common Stock	02/19/2022		M		6,459⁽³⁾	A	$0	201,712	D
Common Stock	02/19/2022		F		1,573⁽⁴⁾	D	$24.19	200,139	D
Common Stock	02/20/2022		M		19,343⁽³⁾	A	$0	219,482	D
Common Stock	02/20/2022		F		6,739⁽⁴⁾	D	$24.19	212,743	D
Common Stock	02/22/2022		M		15,384⁽³⁾	A	$0	228,127	D
Common Stock	02/22/2022		F		6,054⁽⁴⁾	D	$24.43	222,073	D
Common Stock	02/23/2022		M		4,582⁽³⁾	A	$0	226,655	D
Common Stock	02/23/2022		F		1,804⁽⁴⁾	D	$23.98	224,851	D
Common Stock	02/23/2022		M		132,084⁽⁵⁾	A	$14.58	356,935	D
Common Stock	02/23/2022		F		98,990⁽⁶⁾	D	$24.878⁽⁷⁾	257,945	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)
Restricted Stock Units	$0.0⁽⁸⁾	02/19/2022		M			6,459	⁽⁹⁾	⁽¹⁰⁾	Common Stock	6,459	$0	0	D
Restricted Stock Units	$0.0⁽⁸⁾	02/20/2022		M			19,343	⁽¹¹⁾	⁽¹⁰⁾	Common Stock	19,343	$0	19,343	D
Restricted Stock Units	$0.0⁽⁸⁾	02/21/2022		A		64,245		⁽¹²⁾	⁽¹⁰⁾	Common Stock	64,245	$0	64,245	D
Restricted Stock Units	$0.0⁽⁸⁾	02/22/2022		M			15,384	⁽¹³⁾	⁽¹⁰⁾	Common Stock	15,384	$0	30,770	D
Restricted Stock Units	$0.0⁽⁸⁾	02/23/2022		M			4,582	⁽¹⁴⁾	⁽¹⁰⁾	Common Stock	4,582	$0	0	D
Stock Option (right to buy)	$14.58	02/23/2022		M			132,084	⁽⁵⁾	05/07/2022	Common Stock	132,084	$0	0	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 of common stock were withheld by the issuer to pay for the applicable withholding tax due upon vesting of certain performance-based share units.

3. These shares of common stock were acquired upon the vesting and settlement of certain restricted stock units.

4. These shares of common stock were withheld by the issuer to pay for the applicable withholding tax due upon vesting of certain restricted stock units.

5. On May 7, 2012, these stock options were granted in the original amount of 400,000. These stock options are fully vested and expire on May 7, 2022.

6. These shares of common stock were withheld by the issuer to pay for the applicable option exercise price and withholding tax.

7. Price reflected is the weighted-average sale price for shares sold to cover the exercise price and taxes resulting from a cashless stock option exercise and hold transaction. The shares were sold in multiple transactions, and the range of sale prices for the transactions reported was $24.76 to $25.07. 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.

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. On February 19, 2019, these restricted stock units were granted in the original amount of 19,375, which vest in three equal annual installments. with a final vesting in 2022.

10. This field is not applicable.

11. On February 20, 2020, these restricted stock units were granted in the original amount of 58,028, which vest in three equal annual installments, with a final vesting in 2023.

12. On February 21, 2022, these restricted stock units were granted in the original amount of 64,245, which vest in three equal annual installments, with a final vesting in 2025.

13. On February 22, 2021, these restricted stock units were granted in the original amount of 46,154, which vest in three equal annual installments, with a final vesting in 2024.

14. On February 23, 2018, these restricted stock units were granted in the original amount of 18,326, which vest in four equal annual installments, with a final vesting in 2022.

Remarks:

	/s/ Kelly Lefferts, Attorney in Fact	02/23/2022
	** 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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