Sec Form 4 Filing - SMITH ELIZABETH A @ Bloomin' Brands, Inc. - 2017-11-07

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 SMITH ELIZABETH A 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) Chairman and CEO (Last) (First) (Middle) 2202 NORTH WEST SHORE BLVD, SUITE 500 3. Date of Earliest Transaction (MM/DD/YY) 11/07/2017 (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 11/07/2017 M 1,700 A $ 6.5 82,935 D Common Stock 11/07/2017 S 1,700 D $ 17.0003 ( 1 ) 81,235 D Common Stock 11/09/2017 M 98,300 A $ 6.5 179,535 D Common Stock 11/09/2017 S 98,300 D $ 17.0013 ( 2 ) 81,235 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 Indi rect (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 11/07/2017 M 1,700 ( 3 ) 11/16/2019 Common Stock 1,700 $ 0 3,035,724 D Stock Option (right to buy) $ 6.5 11/09/2017 M 98,300 ( 3 ) 11/16/2019 Common Stock 98,300 $ 0 2,937,424 D Restricted Stock Units $ 0 ( 4 ) ( 5 ) Common Stock 84,008 84,008 D Restricted Stock Units $ 0 ( 6 ) ( 5 ) Common Stock 112,220 112,220 D Stock Option (right to buy) $ 10.03 ( 7 ) 07/01/2021 Common Stock 550,000 550,000 D Stock Option (right to buy) $ 25.36 ( 8 ) 02/26/2025 Common Stock 220,589 220,589 D Stock Option (right to buy) $ 25.32 ( 9 ) 02/27/2024 Common Stock 177,940 177,940 D Stock Option (right to buy) $ 10.03 ( 3 ) 07/01/2021 Common Stock 550,000 550,000 D Stock Option (right to buy) $ 17.15 ( 10 ) 02/25/2026 Common Stock 261,122 261,122 D Stock Option (right to buy) $ 17.27 ( 11 ) 02/24/2027 Common Stock 267,327 267,327 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SMITH ELIZABETH A 2202 NORTH WEST SHORE BLVD SUITE 500 TAMPA, FL33607 X Chairman and CEO Signatures /s/ Kelly Lefferts, as Attorney-in-Fact 11/09/2017 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 $17.00 to $17.005. 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. ( 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 $17.00 to $17.01. 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 )These stock options are fully vested. ( 4 )These restricted stock units, in the original grant amount of 112,010, began vesting in four equal annual installments on February 25, 2017. ( 5 )This field is not applicable. ( 6 )These restricted stock units, in the original grant amount of 112,220, will begin vesting in four equal annual installments on February 24, 2018. ( 7 )These stock options are fully vested. ( 8 )These stock options, in the original grant amount of 220,589, began vesting in four equal annual installments on February 26, 2016. ( 9 )These stock options, in the original grant amount of 177,940, began vesting in four equal annual installments on February 27, 2015. ( 10 )These stock options, in the original grant amount of 261,122, began vesting in four equal annual installments beginning on February 25, 2017. ( 11 )These stock options, in the original grant amount of 267,327, will begin vesting in four equal annual installments on February 24, 2018.

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