UNITED STATES 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

SCHEDULE 13G/A
(Rule 13d-102)

Information Statement Pursuant to Rules 13d-1 and 13d-2 
Under the Securities Exchange Act of 1934 
(Amendment No. 1)*

Bloomin' Brands, Inc.
(Name of Issuer)

Common Stock, par value $0.01 per share 
(Title of Class of Securities)

094235108
(CUSIP Number)

December 31, 2013 
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this 
schedule is filed:

[  ] Rule 13d-1(b) 

[  ] Rule 13d-1(c) 

[X] Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting 
person's initial filing on this form with respect to the subject class of 
securities, and for any subsequent amendment containing information 
which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be 
deemed to be "filed" for the purpose of Section 18 of the Securities 
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of 
that section of the Act but shall be subject to all other provisions of 
the Act (however, see the Notes).

CUSIP No. 094235108

13G/A

Page 2 of 12 Pages 

1.

NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

BCIP Associates - G
EIN No.:   20-2194543 

2.
(a)            [X]
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(b)            [   ]

3.

SEC USE ONLY

4.

CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING 
PERSON WITH

5.

SOLE VOTING POWER

6,563 Shares

6.

SHARED VOTING POWER

0

7.

SOLE DISPOSITIVE POWER  

6,563 Shares

8.

SHARED DISPOSITIVE POWER

0

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

6,563 Shares
10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES      
CERTAIN SHARES

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   

Less than 0.01%

12.

TYPE OF REPORTING PERSON
PN

CUSIP No. 094235108

13G/A

Page 3 of 12 Pages 

1.

NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

BCIP TCV, LLC    
EIN No.: 06-1665410

2.
(a)            [X]
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(b)            [   ]

3.

SEC USE ONLY

4.

CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING 
PERSON WITH

5.

SOLE VOTING POWER

94,689 Shares

6.

SHARED VOTING POWER

0

7.

SOLE DISPOSITIVE POWER  

94,689 Shares

8.

SHARED DISPOSITIVE POWER

0

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

94,689 Shares
10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES 
CERTAIN SHARES

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 

0.08 %

12.

TYPE OF REPORTING PERSON
PN

CUSIP No. 094235108

13G/A

Page 4 of 12 Pages 

1.

NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Bain Capital Integral Investors 2006, LLC
EIN No.: 20-4345223 

2.
(a)            [X]
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(b)            [   ]

3.

SEC USE ONLY

4.

CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING 
PERSON WITH

5.

SOLE VOTING POWER

475,425 Shares

6.

SHARED VOTING POWER

0

7.

SOLE DISPOSITIVE POWER  

475,425 Shares

8.

SHARED DISPOSITIVE POWER

0

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

475,425 Shares
10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES 
CERTAIN SHARES

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  

0.38 %

12.

TYPE OF REPORTING PERSON
PN

CUSIP No. 094235108

13G/A

Page 5 of 12 Pages 

13.

NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Bain Capital (OSI) IX, L.P.
EIN No.: 20-8023507

14.
(a)            [X]
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(b)            [   ]

15.

SEC USE ONLY

16.

CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING 
PERSON WITH

17.

SOLE VOTING POWER

40,278,964 Shares

18.

SHARED VOTING POWER

0

19.

SOLE DISPOSITIVE POWER  

40,278,964 Shares 

20.

SHARED DISPOSITIVE POWER

0

21.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

40,278,964 Shares
22.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES

23.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   

32.36%

24.

TYPE OF REPORTING PERSON
PN

CUSIP No. 094235108

13G/A

Page 6 of 12 Pages 

25.

NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Bain Capital (OSI) IX Coinvestment, L.P.
EIN No.: 20-8023540

26.
(a)            [X]
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(b)            [   ]

27.

SEC USE ONLY

28.

CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING 
PERSON WITH

29.

SOLE VOTING POWER

11,407,405 Shares

30.

SHARED VOTING POWER

0

31.

SOLE DISPOSITIVE POWER  

11,407,405 Shares

32.

SHARED DISPOSITIVE POWER

0

33.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

11,407,405 Shares
34.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES

35.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   
9.16% 

36.

TYPE OF REPORTING PERSON
PN

Item 1(a).      Name of Issuer
The name of the issuer to which this filing on 
Schedule 13G relates is Bloomin' Brands, Inc. (the "Company").

Item 1(b).      Address of Issuer's Principal Executive Offices
The principal executive offices of the Company are 
located at 2202 North West Shore Boulevard, Suite 500, Tampa, 
Florida 33607.

Item 2(a).      Name of Person Filing
This statement is being filed on behalf of the following 
(collectively, the "Reporting Persons"): 

(1) BCIP Associates - G, a Delaware general partnership ("BCIP-G"), 
(2) BCIP TCV, LLC, a Delaware limited liability company ("BCIP TCV"), 
(3) Bain Capital Integral Investors 2006, LLC, a Delaware limited 
liability company ("Integral Investors"), 
(4) Bain Capital (OSI) IX, L.P., a Delaware limited partnership, ("OSI IX"), 
(5) Bain Capital (OSI) IX Coinvestment, L.P., a Delaware limited partnership 
("OSI IX Coinvest").

Bain Capital Investors, LLC, a Delaware limited liability company 
("BCI") is the managing partner of BCIP-G. BCI is the administrative member 
of BCIP TCV and Integral Investors. Bain Capital Partners IX, L.P., a 
Delaware limited partnership ("Bain Capital Partners IX"), is the general 
partner of OSI IX and OSI IX Coinvest. BCI is the general partner of Bain 
Capital Partners IX.

The Reporting Persons have entered into a Joint Filing Agreement, 
dated February 14, 2014, pursuant to which the Reporting Persons have agreed 
to file this statement jointly in accordance with the provisions of Rule 
13d-1(k)(1) under the Securities Exchange Act of 1934.

Item 2(b).      Address of Principal Business Office or, if none, Residence
The principal business address of each of the Reporting Persons, 
BCIP-G, BCIP TCV, Integral Investors, OSI IX, and OSI IX Coinvest is John 
Hancock Tower, 200 Clarendon Street, Boston MA 02116.

Item 2(c).      Citizenship
Each of BCIP-G, BCIP TCV, Integral Investors, OSI IX, OSI IX 
Coinvest, and BCI is organized under the laws of the State of Delaware. 

Item 2(d).      Title of Class of Securities
The class of equity securities of the Company to which this filing on 
Schedule 13G/A relates is Common Stock, par value $0.01 per share 
("Common Stock").

Item 2(e).      CUSIP Number
The CUSIP number of the Company's Common Stock is 094235108.

Item 3. If this statement is filed pursuant to Sections 240.13d-1(b) or 
240.13d-2(b) or (c), check whether the person filing 
is a:  Not applicable.

(a) [  ] Broker or dealer registered under section 15 
of the Act (15 U.S.C. 78o).
(b) [  ] Bank as defined in section 3(a)(6) of the 
Act (15 U.S.C. 73c). 
(c) [  ] Insurance company as defined in section 
3(a)(19) of the Act (15 U.S.C. 78c).
(d) [  ] Investment company registered under section 8 
of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) [  ] An investment adviser in accordance with 
Section 13d-1(b)(1)(ii)(E).
(f) [  ] An employee benefit plan or endowment fund 
in accordance with Section 240.13d 1(b)(1)(ii)(F). 
(g) [  ] A parent holding company or control person 
in accordance with Section 240.13d-1(b)(1)(ii)(G).
(h) [  ] A savings association as defined in Section 
3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). 
(i) [  ] A church plan that is excluded from the 
definition of an investment company under section 3(c)(14) 
of the Investment Company Act of 1940 (15 U.S.C. 80a-3). 
(j) [  ] Group, in accordance with Section 240.13d-1(b)(1)(ii)(J).

[  ]  If this statement is filed pursuant to 
Section 240.13d-1(c), check this box. 

Item 4. Ownership
Item 4(a).  Amount beneficially owned
This Schedule 13G is being filed on behalf of the Reporting Persons.  
As of the close of business on December 31, 2013, the following shares 
were held by the Reporting Persons: 

BCIP-G owned 6,563 shares of Common Stock of the Company, 
representing less than 0.01% of the Company's outstanding shares of 
Common Stock. 

BCIP TCV owned 94,689 shares of Common Stock of the Company, 
representing approximately 0.08% of the Company's Outstanding Shares. 

Integral Investors owned 475,425 shares of Common Stock of the 
Company, representing approximately 0.38% of the Company's outstanding 
shares of Common Stock. 

OSI IX owned 40,278,964 shares of Common Stock of the Company, 
representing approximately 32.36% of the Company's outstanding shares 
of Common Stock. 

OSI IX Coinvest owned 11,407,405 shares of Common Stock of the 
Company, representing approximately 9.16% of the Company's outstanding 
shares of Common Stock.

As a result of the foregoing and the relationships described in 
Item 2(a) above, the Reporting Persons may be deemed to beneficially own 
in the aggregate 52,263,046 shares of Common Stock of the Company, 
representing, in the aggregate, 41.98% of the Company's outstanding 
shares of Common Stock. The percentage of the Company's outstanding shares 
of Common Stock held by the Reporting Persons is based on 124,482,148 
shares of Common Stock of the Company outstanding as of November 1, 
2013, as reported in the Company's Form 10-Q filed with the Securities 
and Exchange Commission on November 6, 2013. 

The Reporting Persons are parties to certain arrangements relating 
to the disposition of shares of Common Stock with Catterton Partners 
VI - Kangaroo, L.P., Catterton Partners VI - Kangaroo Coinvest, L.P., 
Chris Sullivan, the Chris T. Sullivan Foundation and CTS Equities 
Limited Partnership. As a result, the foregoing persons may be deemed 
to be a group for purposes of Section 13(d) under the Securities 
Exchange Act of 1934. As of February 14, 2014, based on publicly 
available information, such persons collectively own 67,123,573 
shares of Common Stock, or 53.9% of the Company's outstanding shares 
of Common Stock. Each Reporting Person disclaims beneficial ownership 
of the shares of Common Stock held by any person other than such Reporting 
Person.

Item 4(b).  Percent of Class
See Item 4(a) hereof.

Item 4(c).  Number of shares as to which such person has:
(i)     sole power to vote or to direct the vote:
BCIP-G   6,563   
BCIP TCV 94,689
Integral Investors       475,425     
OSI IX   40,278,964
OSI IX Coinvest  11,407,405

(ii)    shared power to vote or to direct the vote:   0 

(iii)   sole power to dispose or to direct the disposition of:  
BCIP-G   6,563   
BCIP TCV 94,689
Integral Investors       475,425     
OSI IX   40,278,964
OSI IX Coinvest  11,407,405

(iv)    shared power to dispose or to direct the disposition of:   0    

Item 5. Ownership of Five Percent or Less of a Class
Not Applicable.

Item 6. Ownership of More than Five Percent on Behalf of Another Person
Not Applicable. 

Item 7. Identification and Classification of the Subsidiary which Acquired the 
Security Being Reported on by the Parent Holding Company:
Not Applicable. 

Item 8. Identification and Classification of Members of the Group 
See Item 4(a) above.

Item 9. Notice of Dissolution of Group 
Not Applicable. 

Item 10. Certification
Not Applicable

SIGNATURES 

After reasonable inquiry and to the best of my knowledge and 
belief, the undersigned certifies that the information set forth 
in this Statement is true, complete and correct.

Dated:  February 14, 2014

BCIP ASSOCIATES-G
By Bain Capital Investors, LLC,
its managing partner

BCIP TCV, LLC
By: Bain Capital Investors, LLC,
its administrative member,              

BAIN CAPITAL INTEGRAL INVESTORS 2006, LLC
By:  Bain Capital Investors, LLC, 
its administrative member,

BAIN CAPITAL (OSI) IX, L.P.
By: Bain Capital Partners IX, L.P., 
its general partner
By: Bain Capital Investors, LLC, 
its general partner

BAIN CAPITAL (OSI) IX COINVESTMENT, L.P.
By: Bain Capital Partners IX, L.P., 
its general partner
By: Bain Capital Investors, LLC, 
its general partner

By: _/s/ Michael D. Ward
Michael D. Ward
Managing Director

Exhibit A 

Agreement Regarding the Joint Filing of Schedule 13G/A 

The undersigned hereby agree as follows: 

(i) Each of them is individually eligible to use the Schedule 13G/A to 
which this Exhibit is attached, and such Schedule 13G/A is filed on behalf 
of each of them; and 

(ii) Each of them is responsible for the timely filing of such 
Schedule 13G/A and any amendments thereto, and for the completeness 
and accuracy of the information concerning such person contained therein; 
but none of them is responsible for the completeness or accuracy of the 
information concerning the other persons making the filing, unless such 
person knows or has reason to believe that such information is inaccurate. 

Dated: February 14, 2014 

BCIP ASSOCIATES-G
By Bain Capital Investors, LLC,
its managing partner

BCIP TCV, LLC
By: Bain Capital Investors, LLC,
its administrative member,              

BAIN CAPITAL INTEGRAL INVESTORS 2006, LLC
By:  Bain Capital Investors, LLC, 
its administrative member,

BAIN CAPITAL (OSI) IX, L.P.
By: Bain Capital Partners IX, L.P., 
its general partner
By: Bain Capital Investors, LLC, 
its general partner

BAIN CAPITAL (OSI) IX COINVESTMENT, L.P.
By: Bain Capital Partners IX, L.P., 
its general partner
By: Bain Capital Investors, LLC, 
its general partner

By: _/s/ Michael D. Ward
Michael D. Ward
Managing Director

Page 16 of 13 Pages

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