Page 5 of 9 – SEC Filing
| Item 1. | SECURITY AND ISSUER. |
This statement on Schedule 13D relates
to the shares (“Shares“) of common stock, par value $0.01 per share, of Bloomin’ Brands, Inc., a Delaware corporation
(the “Issuer“). The principal executive office of the Issuer is located at 2202 North West Shore Boulevard, Suite
500, Tampa, Florida 33607.
| Item 2. | IDENTITY AND BACKGROUND. |
(a) This statement is filed by (i) JANA
Partners LLC, a Delaware limited liability company (“JANA“); (ii) Glenn K. Murphy (“Mr. Murphy“);
and (iii) Neal J. Yanofsky (“Mr. Yanofsky,” and together with JANA and Mr. Murphy, the “Reporting Persons“).
JANA is a private money management firm which holds Shares of the Issuer in various accounts under its management and control.
The principal owner of JANA is Barry Rosenstein (“Mr. Rosenstein” or the “Principal“).
(b) The principal business address of
JANA and the Principal is 767 Fifth Avenue, 8th Floor, New York, New York 10153. The address of Mr. Murphy is c/o FIS Holdings,
Ltd., 95 St. Clair Avenue West, Suite 1400, Toronto, Ontario M4V 1X2. The address of Mr. Yanofsky is 11816 Inwood Road, #1077,
Dallas, Texas 75244.
(c) The principal business of JANA and the
Principal is investing for accounts under their management. The principal business of Mr. Murphy is serving as Founder and
CEO of FIS-Holdings, Ltd., a consumer focused investment firm that invests to unlock value operationally in high quality
businesses. The principal business of Mr. Yanofsky is as an investor and consultant to restaurant companies and private
equity investors in the industry following a career in senior industry roles.
(d) None of the Reporting Persons nor
the Principal has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) None of the Reporting Persons 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) JANA is a limited liability company organized in Delaware. Each of the Principal and Mr. Yanofsky is a citizen
of the United States of America. Mr. Murphy is a Canadian citizen.
| Item 3. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. |
The 8,135,480 Shares reported herein as beneficially owned by the Reporting Persons were acquired at an aggregate
purchase price of approximately $139.8 million.
The 7,980,480 Shares reported herein
by JANA were acquired at an aggregate purchase price of approximately $137.1 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.
