13D Filing: JANA Partners and Bloomin’ Brands Inc. (BLMN)

As of the close of business on the date
hereof, Mr. Yanofksy may be deemed to beneficially own 5,000 Shares, representing less than 0.1% of the Shares outstanding.

By virtue of the Nominee Agreement (as
defined in Item 6 below) and Cooperation Agreement (as defined in Item 6 below), JANA, Mr. Murphy and Mr. Yanofsky may be deemed
to have formed a “group” within the meaning of Section 13(d)(3) of the Exchange Act and may be deemed to beneficially
own an aggregate of 8,084,638 Shares, representing approximately 8.9% of the outstanding Shares. Each of Mr. Murphy and Mr. Yanofsky
expressly disclaims beneficial ownership of the Shares beneficially owned by JANA and each other. JANA expressly disclaims beneficial
ownership of the Shares beneficially owned by each of Mr. Murphy and Mr. Yanofsky.

(b) JANA has sole voting and dispositive
power over 7,929,638 Shares, which power is exercised by the Principal. Mr. Murphy has sole voting and dispositive power over the
150,000 Shares beneficially owned by him. Mr. Yanofksy has sole voting and dispositive power over the 5,000 Shares beneficially
owned by him.

(c) Information concerning transactions
in the Shares effected by the Reporting Persons during the past sixty days is set forth in Exhibit A hereto and is incorporated
herein by reference. All of the transactions in Shares listed hereto were effected in the open market through various brokerage
entities.

(d) No person (other than the Reporting
Persons) is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale
of, the Shares.

(e) Not applicable.

Item 6.

CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

Item 6 of the Schedule 13D is hereby amended and supplemented
as follows:

William L. McComb
(“Mr. McComb“) has entered into a nominee agreement (the “Nominee Agreement“) with JANA
substantially in the form attached as Exhibit B to the Original Schedule 13D whereby he agreed to become a member of
the Slate and stand for election as a director of the Issuer in connection with the Proxy Solicitation. A copy of the form of
the Nominee Agreement is attached as Exhibit B to the Original Schedule 13D and is incorporated by reference
herein.

Except as otherwise set forth herein
and in the Original Schedule 13D, the Reporting Persons have no contracts, arrangements, understandings or relationships with any
person with respect to the securities of the Issuer.

Item 7.

MATERIAL TO BE FILED AS EXHIBITS.

Item 7 of the Schedule 13D is hereby amended and supplemented as
follows:

Exhibit A:

Transactions in the Shares of the Issuer During the Last 60 Days