Sec Form 4 Filing - PACE DAVID @ Bloomin' Brands, Inc. - 2016-02-11

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 PACE DAVID 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 & President of Carrabba's (Last) (First) (Middle) 2202 NORTH WEST SHORE BLVD, SUITE 500 3. Date of Earliest Transaction (MM/DD/YY) 02/11/2016 (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 02/11/2016 A 10,182 ( 1 ) A $ 16.11 18,993 D Common Stock 02/11/2016 F 3,000 ( 2 ) D $ 16.11 15,993 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 ( 3 ) 07/27/2020 Common Stock 250,000 250,000 D Stock Option (right to buy) $ 10.03 ( 4 ) 12/09/2021 Common Stock 133,300 133,300 D Stock Option (right to buy) $ 17.4 ( 5 ) 02/26/2023 Common Stock 33,313 33,313 D Stock Option (right to buy) $ 25.32 ( 6 ) 02/27/2024 Common Stock 26,116 26,116 D Stock Option (right to buy) $ 25.36 ( 7 ) 02/26/2025 Common Stock 32,170 32,170 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other PACE DAVID 2202 NORTH WEST SHORE BLVD SUITE 500 TAMPA, FL33607 EVP & President of Carrabba's Signatures /s/ Kelly Lefferts, as Attorney-in-Fact 02/16/2016 Signature of Reporting Person Date

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 )This option vests in five equal installments beginning on August 16, 2011. ( 4 )This option vests in five equal installments beginning on December 9, 2012. ( 5 )This stock option vests in four equal annual installments beginning on February 26, 2014. ( 6 )This stock option vests in four equal annual installments beginning on February 27, 2015. ( 7 )This stock option vests in four equal annual installments beginning on February 26, 2016.

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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