Sec Form 4 Filing - Scarlett Gregg @ Bloomin' Brands, Inc. - 2016-05-24

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Scarlett Gregg 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. Bonefish Grill (Last) (First) (Middle) 2202 N. WEST SHORE BLVD. 3. Date of Earliest Transaction (MM/DD/YY) 05/24/2016 (Street) TAMPA, FL33607 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Common Stock 05/24/2016 M 8,500 A $ 6.5 30,393 D Common Stock 05/24/2016 S 8,500 D $ 18.89 ( 1 ) 21,893 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Option (right to buy) $ 6.5 05/24/2016 M 8,500 ( 2 ) 04/06/2020 Common Stock 8,500 $ 6.5 42,860 D Restricted Stock Units $ 0 ( 3 ) ( 4 ) Common Stock 14,562 14,562 D Restricted Stock Units $ 0 03/12/2016( 5 ) ( 4 ) Common Stock 18,750 18,750 D Stock Option (right to buy) $ 17.8 ( 6 ) 03/01/2026 Common Stock 42,056 42,056 D Stock Option (right to buy) $ 17.15 ( 7 ) 02/25/2026 Common Stock 33,946 33,946 D Stock Option (right to buy) $ 24.14 ( 8 ) 03/12/2025 Common Stock 100,000 100,000 D Stock Option (right to buy) $ 25.36 ( 9 ) 02/26/2025 Common Stock 14,706 14,706 D Stock Option (right to buy) $ 25.32 ( 10 ) 02/27/2024 Common Stock 12,166 12,166 D Stock Option (right to buy) $ 18.73 ( 11 ) 02/01/2023 Common Stock 75,000 75,000 D Stock Option (right to buy) $ 6.5 ( 12 ) 09/02/2020 Common Stock 37,140 37,140 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Scarlett Gregg 2202 N. WEST SHORE BLVD. TAMPA, FL33607 EVP & Pres. Bonefish Grill Signatures /s/ Kelly Lefferts, as Attorney-in-Fact 05/26/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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 $18.816 to $18.97. 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 sole at each separate price. ( 2 )This stock option is a replacement stock option and is fully vested. ( 3 )These restricted stock units vest in four equal annual installments beginning on February 25, 2017. ( 4 )This field is not applicable. ( 5 )These restricted stock units vest in four equal annual installments beginning on March 12, 2016. ( 6 )This stock option vests on March 1, 2018. ( 7 )This stock option vests in four equal annual installments beginning on February 25, 2017. ( 8 )This stock option vests in four equal a nnual installments beginning on March 12, 2016. ( 9 )This stock option vests in four equal annual installments beginning on February 26, 2016. ( 10 )This stock option vests in four equal annual installments beginning on February 27, 2015. ( 11 )This stock option vests in four equal annual installments beginning on February 1, 2014. ( 12 )This stock option is fully vested.

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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