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

If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f)
or 13d-1(g), check the following box. [ ]

NOTE: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

(Continued on following pages)

(Page 1 of 7 Pages)

————————–

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).

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 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 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.

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

SIGNATURES

After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: January 25, 2018