Amended Statement of Beneficial Ownership (sc 13d/a)
July 02 2020 - 2:25PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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_______________
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SCHEDULE 13D/A
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INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
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Under the Securities Exchange Act of 1934
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(Amendment No. 6)
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Bloomin'
Brands, Inc.
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(Name of Issuer)
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Common Stock,
par value $0.01 per share
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(Title of Class of Securities)
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094235108
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(CUSIP Number)
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Eleazer Klein, Esq.
Marc Weingarten, Esq.
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919 Third Avenue
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New York, New York 10022
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(212) 756-2000
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(Name, Address and Telephone Number of Person
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Authorized to Receive Notices and Communications)
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July 1, 2020
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(Date of Event which Requires
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Filing of this Schedule)
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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 5 Pages)
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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).
CUSIP No. 094235108
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SCHEDULE 13D/A
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Page 2 of 5 Pages
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1
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NAME OF REPORTING PERSON
JANA PARTNERS LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ¨
(b) ¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEING IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
7,353,036 Shares
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8
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SHARED VOTING POWER
0
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9
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SOLE DISPOSITIVE POWER
7,353,036 Shares
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10
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SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
7,353,036 Shares
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item
5)
8.4%
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14
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TYPE OF REPORTING PERSON
IA
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CUSIP No. 094235108
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SCHEDULE 13D/A
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Page 3 of 5 Pages
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The following constitutes Amendment
No. 6 to the Schedule 13D filed by the undersigned ("Amendment No. 6"). This Amendment No. 6 amends
the Schedule 13D as specifically set forth herein. Capitalized terms used herein and not otherwise defined in this Amendment No.
6 have the meanings set forth in the Schedule 13D.
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Item 3.
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SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
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Item 3 of the Schedule 13D is hereby and amended and restated
in its entirety as follows:
The 7,353,036 Shares
reported herein were acquired at an aggregate purchase price of approximately $116.0 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 accounts, which may extend margin credit to the Reporting
Person 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.
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Item 4.
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SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
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Item 4 of the Schedule 13D is hereby amended and supplemented
as follows:
On July 2, 2020,
JANA issued a joint press release with the Issuer announcing the addition of John P. Gainor, Jr. and Lawrence V. Jackson to the
board of directors of the Issuer, effective July 1, 2020, pursuant to the Cooperation Agreement (the "Appointment Press
Release"). The full text of the Appointment Press Release is included as Exhibit I to this Amendment
No. 6 by reference to Exhibit 99.1 of the Issuer's Current Report on Form 8-K filed with the SEC on July 2, 2020 (the "Form
8-K") and is incorporated by reference herein.
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Item 5.
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INTEREST IN SECURITIES OF THE COMPANY.
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Items 5(a), (b) and (c) of the Schedule 13D are hereby and
amended and restated in their entirety as follows:
(a) The aggregate
percentage of Shares reported to be beneficially owned by the Reporting Person is based upon 87,486,017 Shares outstanding as of
May 18, 2020, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended March 29, 2020 filed with
the Securities and Exchange Commission on May 21, 2020.
As of the date hereof,
the Reporting Person may be deemed to beneficially own 7,353,036 Shares, representing approximately 8.4% of the Shares outstanding.
(b) The Reporting
Person has sole voting and dispositive power over 7,353,036 Shares, which power is exercised by the Principal.
(c) Information
concerning transactions in the Shares effected by the Reporting Person during the past sixty days is set forth in Exhibit J
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.
CUSIP No. 094235108
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SCHEDULE 13D/A
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Page 4 of 5 Pages
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Item 7.
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MATERIAL TO BE FILED AS EXHIBITS.
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Item 7 of the Schedule 13D is hereby amended and supplemented
as follows:
Exhibit I:
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Appointment Press Release (Incorporated by reference to Exhibit 99.1 of the Issuer's Current Report on the Form 8-K).
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Exhibit J:
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Transactions in the Shares of the Issuer.
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CUSIP No. 094235108
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SCHEDULE 13D/A
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Page 5 of 5 Pages
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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: July 2, 2020
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JANA PARTNERS LLC
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By:
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/s/ Jennifer Fanjiang
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Name:
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Jennifer Fanjiang
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Title:
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Chief Legal Counsel and Chief Compliance Officer
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EXHIBIT J
Transactions in the Shares of the
Issuer During the Last 60 Days
The following tables set
forth all transactions in the Shares effected in the past sixty days by the Reporting Person. Except as noted below, all such transactions
were effected in the open market through brokers and the price per share includes commissions. Where a price range is provided
in the column Price Range ($), the price reported in that row's column Price Per Share ($) is a weighted average price. These Shares
were purchased in multiple transactions at prices between the price ranges indicated in the column Price Range ($). The Reporting
Person will undertake to provide to the staff of the SEC, upon request, full information regarding the number of Shares purchased
at each separate price.
Trade Date
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Shares Purchased (Sold)
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Price Per Share ($)
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Price Range ($)
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5/22/2020
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(36,857)
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11.01
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5/26/2020
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(222,335)
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11.19
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11.19 – 11.21
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5/27/2020
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(373,211)
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11.20
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Transactions disclosed above relate to the expiration of a
managed account.
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