Sec Form 4 Filing - BROOKS DOUGLAS H @ BRINKER INTERNATIONAL INC - 2012-08-10

Insider filing report for Changes in Beneficial Ownership
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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
BROOKS DOUGLAS H
2. Issuer Name and Ticker or Trading Symbol
BRINKER INTERNATIONAL INC [ EAT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
COB, President & CEO
(Last) (First) (Middle)
6820 LBJ FREEWAY
3. Date of Earliest Transaction (MM/DD/YY)
08/10/2012
(Street)
DALLAS, TX75240
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 08/10/2012 M 99,040 A $ 20.453 401,801 D
Common Stock 08/10/2012 M 125,854 A $ 21.667 527,655 D
Common Stock 08/10/2012 S 215,358 D $ 33.6748 ( 1 ) 312,297 D
Common Stock 08/12/2012 A 25,200 A $ 0 337,497 D
Common Stock 08/13/2012 M 88,460 A $ 20.4533 425,957 D
Common Stock 08/13/2012 M 61,647 A $ 21.6667 487,604 D
Common Stock 08/13/2012 S 150,107 D $ 33.5072 ( 2 ) 337,497 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
Employee Stock Option Right-to-Buy $ 21.6667 08/10/2012 M 125,854 11/13/2005( 3 ) 11/13/2013 Common Stock 125,854 $ 21.667 61,647 D
Employee Stock Option Right-to-Buy $ 21.6667 08/13/2012 M 61,647 11/13/2005( 3 ) 11/13/2013 Common Stock 61,647 $ 21.6667 0 D
Employee Stock Option Right-to-Buy $ 20.4533 08/10/2012 M 99,040 11/14/2004( 3 ) 11/14/2012 Common Stock 99,040 $ 20.453 88,460 D
Employee Stock Option Right-to-Buy $ 20.4533 08/13/2012 M 88,460 11/14/2004( 3 ) 11/14/2012 Common Stock 88,460 $ 20.4533 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BROOKS DOUGLAS H
6820 LBJ FREEWAY
DALLAS, TX75240
X COB, President & CEO
Signatures
Bryan D. McCrory, Attorney-in-Fact for Douglas H. Brooks 08/14/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $33.500 to $34.320, inclusive. The reporting person undertakes to provide to Brinker International, any security holder of Brinker International or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (1) to this Form 4.
( 2 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $33.500 to $33.666, inclusive. The reporting person undertakes to provide to Brinker International, any security holder of Brinker International or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (1) to this Form 4.
( 3 )Options vest in installments on or after the date shown.

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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