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*
SMITH ELIZABETH A

(Last) (First) (Middle)
2202 NORTH WEST SHORE BLVD
SUITE 500

(Street)
TAMPA FL 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)
Executive Chairman
3. Date of Earliest Transaction (Month/Day/Year)
05/09/2019
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)
Code V Amount (A) or (D) Price
Common Stock 05/09/2019 M 427,884 A $6.5 774,131 D
Common Stock 05/09/2019 S 427,884 D $19.75(1) 346,247 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) $6.5 05/09/2019 M 427,884 (2) 11/16/2019 Common Stock 427,884 $0 0 D
Restricted Stock Units $0.0(3) (4) (5) Common Stock 59,472 59,472 D
Restricted Stock Units $0.0(3) (6) (5) Common Stock 103,957 103,957 D
Restricted Stock Units $0.0(3) (7) (5) Common Stock 56,110 56,110 D
Restricted Stock Units $0.0(3) (8) (5) Common Stock 28,003 28,003 D
Stock Option (right to buy) $20.62 (9) 04/01/2029 Common Stock 372,292 372,292 D
Stock Option (right to buy) $24.1 (10) 02/23/2028 Common Stock 185,695 185,695 D
Stock Option (right to buy) $17.27 (11) 02/24/2027 Common Stock 267,327 267,327 D
Stock Option (right to buy) $17.15 (12) 02/25/2026 Common Stock 261,122 261,122 D
Stock Option (right to buy) $25.36 (13) 02/26/2025 Common Stock 220,589 220,589 D
Stock Option (right to buy) $25.32 (14) 02/27/2024 Common Stock 177,940 177,940 D
Stock Option (right to buy) $10.03 (15) 07/01/2021 Common Stock 550,000 550,000 D
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 $19.54 to $19.96. 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. On November 16, 2009, these stock options were granted in the original amount of 4,350,000, which vest in five equal annual installments, with a final vesting in 2014.
3. Each restricted stock unit represents the contingent right to receive one share of common stock of the issuer upon vesting of the unit.
4. On February 23, 2018, these restricted stock units were granted in the original amount of 79,296, which vest in four equal annual installments, with a final vesting in 2022.
5. This field is not applicable.
6. On April 1, 2019, these restricted stock units were granted in the original amount of 103,957, which vest in two equal annual installments, with a final vesting in 2021.
7. On February 24, 2017, these restricted stock units were granted in the original amount of 112,220, which vest in four equal annual installments, with a final vesting in 2021.
8. On February 25, 2016, these restricted stock units were granted in the original amount of 112,010, which vest in four equal annual installments, with a final vesting in 2020.
9. On April 1, 2019, these stock options were granted in the original amount of 372,292, which vest in two equal annual installments, with a final vesting in 2021.
10. On February 23, 2018, these stock options were granted in the original amount of 185,695, which vest in four equal annual installments, with a final vesting in 2022.
11. On February 24, 2017, these stock options were granted in the original amount of 267,327, which vest in four equal annual installments, with a final vesting in 2021.
12. On February 25, 2016, these stock options were granted in the original amount of 261,122, which vest in four equal annual installments, with a final vesting in 2020.
13. On February 26, 2015, these stock options were granted in the original amount of 220,589, which vest in four equal annual installments, with a final vesting in 2019.
14. On February 27, 2014, these stock options were granted in the original amount of 177,940, which vest in four equal annual installments, with a final vesting in 2018.
15. On July 1, 2011, these stock option were granted in the original amount of 550,000, which vest in five equal annual installments, with a final vesting in 2016.
Remarks:
/s/ Kelly Lefferts, Attorney in Fact 05/10/2019
** 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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