SEC Form 3
FORM 3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL	

OMB Number:	
3235-0104	

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1. Name and Address of Reporting Person *
Smith Jeffrey S	

(Last)	
(First)	
(Middle)	

2202 NORTH WEST SHORE BLVD	

SUITE 500	

(Street)
TAMPA	
FL	
33607	

(City)	
(State)	
(Zip)	

	2. Date of Event Requiring Statement (Month/Day/Year)
08/07/2012	3. Issuer Name and Ticker or Trading Symbol
Bloomin' Brands, Inc. [ BLMN ]	 	
 	 	4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
 	
Director	
 	
10% Owner	

X	
Officer (give title below)	
 	
Other (specify below)	

EVP&Pres Outback Steakhouse	

	5. 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 Beneficially Owned	
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)	
Common Stock	45,000	D	 	
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)	 	
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)	3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)	 	
 	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	 	 	 	 	
Stock Option (right to buy) (1)	(2)	04/06/2020	Common Stock	299,000	6.5	D	 	 	
Explanation of Responses:	
1. On April 6, 2010, the reporting person was granted a replacement stock option with an exercise price of $6.50 in exchange for an outstanding stock option with an exercise price of $10.00 per share. The original stock option was cancelled. Under the exchange program, the vested portion of the eligible stock options as of the grant date of the replacement stock options were exchanged for stock options that were fully vested. The unvested portion of the exchanged stock options were exchanged for unvested replacement stock options that vest and become exercisable over a period of time that is equal to the remaining vesting period of the exchanged stock options, plus one year, subject to the participant's continued employment through the new vesting date.	
2. This option is a replacement stock option and the remaining unvested portion vests in four equal installments beginning on October 25, 2010.	
 	/s/ Kelly Lefferts, as Attorney-in-Fact	08/07/2012	
 	** 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 5 (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).	
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.	
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.	

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and
appoints each of Joseph J. Kadow, David J. Deno, Kelly Lefferts, Janet A. Spreen
and Elizabeth K. Riotte signing singly, the undersigned's true and lawful
attorney-in-fact to:

1.      execute for and on behalf of the undersigned, in the
undersigned's capacity as an officer and/or director of Bloomin' Brands,
Inc., a Delaware corporation (the "Company"), a Form ID and Forms 3, 4
and 5 in accordance with Section 16(a) of the Securities Exchange Act of
1934 and the rules thereunder; and

2.      do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and execute
any such Form ID and Form 3, 4 or 5, complete and execute any amendment
or amendments thereto, and timely file such form with the United States
Securities and Exchange Commission and any stock exchange or similar
authority.

The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of the date set forth below.

/s/ Jeffery S. Smith               
---------------------------------------
Jeffrey S. Smith

Date: July 30, 2012