FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Catterton Managing Partner VI, L.L.C.
2. Issuer Name and Ticker or Trading Symbol

Bloomin' Brands, Inc. [ BLMN ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

599 WEST PUTNAM AVENUE
3. Date of Earliest Transaction (MM/DD/YYYY)

3/10/2014
(Street)

GREENWICH, CT 06830
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   3/10/2014     S    3246529   (1) D $23.5813   7596973   I   See footnotes   (2) (3)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
( 1)  These shares of Bloomin' Brands, Inc. common stock were sold by the reporting persons pursuant to the secondary offering of Bloomin' Brands, Inc. common stock.
( 2)  Represents shares of the Issuer held by Catterton Partners VI-Kangaroo, L.P ("Catterton Partners VI") and Catterton Partners VI-Kangaroo Coinvest, L.P. ("Catterton Partners VI-Coinvest"). Catterton Managing Partner VI, L.L.C. ("Catterton Managing Partner" and together with Catterton Partners VI, Catterton Partners VI-Coinvest and CP6 Management, L.L.C., the "Catterton Entities") is the general partner of Catterton Partners VI and Catterton Partners VI-Coinvest. CP6 Management, L.L.C. is the managing partner of Catterton Managing Partner and both J. Michael Chu and Scott A. Dahnke are members of the Managing Board of CP6 Management, L.L.C.
( 3)  By virtue of these relationships, Catterton Managing Partner, J. Michael Chu and Scott A. Dahnke may be deemed to share voting and dispositive power with respect to the shares of Common Stock held by the Catterton Entities. Catterton Managing Partner, J. Michael Chu, Scott A. Dahnke and each of the Catterton Entities expressly disclaim beneficial ownership of such securities, except to the extent of its pecuniary interest therein.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Catterton Managing Partner VI, L.L.C.
599 WEST PUTNAM AVENUE
GREENWICH, CT 06830

X

Catterton Partners VI - Kangaroo, L.P.
599 WEST PUTNAM AVENUE
GREENWICH, CT 06830

X

Catterton Partners VI - Kangaroo Coinvest, L.P.
599 WEST PUTNAM AVENUE
GREENWICH, CT 06830

X

CP6 Management, L.L.C.
599 WEST PUTNAM AVENUE
GREENWICH, CT 06830

X

Dahnke Scott Arnold
599 WEST PUTNAM AVENUE
GREENWICH, CT 06830

X

Chu J Michael
599 WEST PUTNAM AVENUE
GREENWICH, CT 06830
X X


Signatures
/s/Kelly Lefferts, as Attorney-in-Fact 3/12/2014
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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