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.

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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 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.

(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.

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.

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.

The Reporting Persons acquired the Shares because
they believe the Shares are undervalued and represent an attractive investment opportunity. JANA, with the assistance of the other
Reporting Persons, intends to have discussions with the Issuer’s board of directors and management regarding topics including a
review of strategic alternatives including exploring a sale of the Issuer; portfolio composition; operating performance and cost
management; capital allocation; board composition; and governance. JANA expects to have discussions with the Issuer’s management
and board of directors, shareholders and other interested parties relating to such matters. JANA has also signed agreements with
the other Reporting Persons as described in Item 6.

JANA, potentially with the assistance of the
other Reporting Persons, may also take other steps to increase shareholder value as well as pursue other plans or proposals that
relate to or would result in any of the matters set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D, excluding (i) acquiring
a control stake in the Issuer’s Shares, or grouping with any other party or parties to do so, (ii) engaging in an extraordinary
transaction, such as a merger, with the Issuer, or acquiring a material amount of the Issuer’s assets, or grouping with any other
party or parties to do either, or (iii) seeking to exert negative control over the important corporate actions of the Issuer, or
grouping with any other party or parties to do so, although the Reporting Persons may seek to influence such actions through customary
means including presenting its views for consideration to the Issuer, shareholders and other interested parties, privately or publicly,
and, if necessary, through the exercise of its shareholder rights including the right to propose new directors for the Issuer’s
board of directors.

Depending on various factors including, without
limitation, the Issuer’s financial position and strategic direction, the outcome of the discussions and actions referenced above,
actions taken by the Issuer’s board of directors, price levels of the Shares, other investment opportunities available to the Reporting
Persons, conditions in the securities market and general economic and industry conditions, the Reporting Persons may in the future
take such actions with respect to their investment position in the Issuer as they deem appropriate including, without limitation,
purchasing additional Shares or selling some or all of their Shares, and/or engaging in short selling of or hedging or similar
transactions with respect to the Shares.

(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 7,980,480 Shares, representing
approximately 8.74% 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 8,135,480
Shares, representing approximately 8.91% 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 7,980,480
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.

Mr. Yanofsky has entered into
a nominee agreement (the “Nominee Agreement“) with JANA substantially in the form attached as Exhibit
B to this Schedule 13D whereby he agreed to become a member of a slate of nominees (the “Slate“) and
stand for election as a director of the Issuer in connection with a proxy solicitation (the “Proxy
Solicitation“) which may be conducted by JANA in respect of the 2018 or 2019 annual meeting of stockholders of the
Issuer (such applicable meeting, the “Annual Meeting“). Pursuant to the Nominee Agreement, JANA has agreed
to pay the costs of soliciting proxies in connection with each Annual Meeting, and to defend and indemnify Mr. Yanofsky
against, and with respect to, any losses that may be incurred by him in the event he becomes a party to litigation based on
his nomination as a candidate for election to the Issuer’s board and the solicitation of proxies in support of his election.
Mr. Yanofsky received compensation under the Nominee Agreement in the amount of $90,000, and an additional $100,000 in the
event of his appointment or election. Mr. Yanofsky agreed to hold Shares with a market-value equal to $190,000 (adjusted for
taxes) as of the date of his election or appointment, subject to certain exceptions, until the later of when he is no longer a
director of the Issuer and three years. A copy of the form of the Nominee Agreement is attached as Exhibit B and is
incorporated by reference herein.

JANA also entered into a cooperation agreement with Mr. Murphy (the “Cooperation Agreement“)
substantially in the form attached as Exhibit C to this Schedule 13D whereby Mr. Murphy has agreed to comply with certain
confidentiality obligations and trading restrictions. A copy of the form of the Cooperation Agreement is attached as Exhibit
C and is incorporated by reference herein.

Except as otherwise set forth herein
and the joint filing agreement attached hereto as Exhibit D, the Reporting Persons have no contracts, arrangements, understandings
or relationships with any person with respect to the securities of the Issuer.

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: November 20, 2017