Page 5 of 7 – SEC Filing
This Amendment No. 1 (“Amendment No. 1“)
amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the “SEC“)
on November 20, 2017 (the “Original Schedule 13D“, and together with Amendment No. 1, the “Schedule 13D“)
with respect to the shares (“Shares“) of common stock, par value $0.01 per share, of Bloomin’ Brands, Inc., a
Delaware corporation (the “Issuer“). Capitalized terms used herein and not otherwise defined in this Amendment
No. 1 shall have the meanings set forth in the Original Schedule 13D. This Amendment No. 1 amends Items 3, 5, 6 and 7.
| Item 3. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. |
Item 3 of the Schedule 13D is hereby amended and restated
as follows:
The 8,084,638 Shares reported herein as beneficially
owned by the Reporting Persons were acquired at an aggregate purchase price of approximately $139.2 million.
The 7,929,638 Shares reported herein by JANA
were acquired at an aggregate purchase price of approximately $136.5 million. Such Shares were acquired with investment funds in
accounts managed by JANA and margin borrowings described in the following sentence. Such Shares are held by the investment funds
managed by JANA in commingled margin accounts, which may extend margin credit to JANA from time to time, subject to applicable
federal margin regulations, stock exchange rules and credit policies. In such instances, the positions held in the margin accounts
are pledged as collateral security for the repayment of debit balances in the account. The margin accounts bear interest at a rate
based upon the broker’s call rate from time to time in effect. Because other securities are held in the margin accounts, it is
not possible to determine the amounts, if any, of margin used to purchase the Shares reported herein.
Mr. Murphy used a total of approximately $2.6
million in the aggregate to acquire the 150,000 Shares reported herein as beneficially owned by him.
Mr. Yanofksy used a total of approximately $84.3
thousand in the aggregate to acquire the 5,000 Shares reported herein as beneficially owned by him.
Funds for the purchase of the Shares reported
herein as beneficially owned by each of the foregoing individuals were derived from the respective personal funds of each such
individual.
| Item 5. | INTEREST IN SECURITIES OF THE COMPANY. |
Item 5 of the Schedule 13D is hereby amended and restated
as follows:
(a) The aggregate percentage of Shares
reported to be beneficially owned by the Reporting Persons is based upon 91,269,593 Shares outstanding as of October 31, 2017,
as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 24, 2017 filed with the Securities
and Exchange Commission on November 3, 2017.
As of the close of business on the date
hereof, JANA may be deemed to beneficially own 7,929,638 Shares, representing approximately 8.7% of the Shares outstanding.
As of the close of business on the date
hereof, Mr. Murphy may be deemed to beneficially own 150,000 Shares, representing approximately 0.16% of the Shares outstanding.
