Page 3 of 6 – SEC Filing
This Amendment No. 2 (“Amendment
No. 2“) 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 Amendment No. 1 filed with the SEC on January 25, 2018
(“Amendment No. 1“, and together with Original Schedule 13D and this Amendment No. 2, 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. 2 shall have the meanings set forth in the Schedule 13D. This Amendment No. 2 amends Items 2, 3, 4, 5, 6 and 7.
As a result of the Cooperation Agreement (as defined in Item
4 of this Amendment No. 2), the Reporting Person (as defined below), Glenn K. Murphy and Neal J. Yanofsky are no longer deemed
to be a “group” for purposes of Section 13(d)(3) of the Exchange Act and Rule 13d-5(b)(1) promulgated thereunder. Therefore,
the beneficial ownership reported in this Amendment No. 2 no longer includes the beneficial ownership of Mr. Murphy or Mr. Yanofsky.
| Item 2. | IDENTITY AND BACKGROUND. |
Item 2 of the Schedule 13D is hereby amended and restated in its
entirety as follows:
(a) This statement is filed by JANA Partners LLC, a
Delaware limited liability company (the “Reporting Person”). The Reporting Person is a private money management
firm which holds Shares of the Issuer in various accounts under its management and control. The principal owner of the Reporting
Person is Barry Rosenstein (the “Principal”).
(b) The principal business address of the Reporting
Person and the Principal is 767 Fifth Avenue, 8th Floor, New York, NY 10153.
(c) The principal business of the Reporting Person
and the Principal is investing for accounts under their management.
(d) Neither the Reporting Person nor the Principal
has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) Neither the Reporting Person nor the Principal
has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) The Reporting Person is a limited liability company
organized in Delaware. The Principal is a United States citizen.
| Item 3. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. |
Item 3 of the Schedule 13D is hereby amended and restated in its
entirety as follows:
The 7,929,638 Shares reported herein by the Reporting
Person were acquired at an aggregate purchase price of approximately $136.5 million. Such Shares were acquired with investment
funds in accounts managed by the Reporting Person and margin borrowings described in the following sentence. Such Shares are held
by the investment funds managed by the Reporting Person in commingled margin,
