CUSIP NO. 109641100 13G Page
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UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act
of 1934
(Amendment No. )*
BRINKER INTERNATIONAL, INC.
(Name of Issuer)
Common Stock, $0.10 par value
(Title of Class of Securities)
109641100
(CUSIP Number)
December 31, 2017
(Date of Event Which Requires
Filing of this Statement)
Check the appropriate box to
designate the rule pursuant to which this Schedule is
filed:
[X] Rule 13d‑1(b)
[ ] Rule 13d‑1(c)
[ ] Rule 13d‑1(d)
*The remainder of this cover page
shall be filled out for a reporting person's
initial filing on this form with
respect to the subject class of securities, and
for any subsequent amendment
containing information which would alter the
disclosures provided in a prior
cover page.
The information required in 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. 109641100 13G Page
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1. NAMES OF REPORTING
PERSONS.
Franklin Advisory Services, LLC
2. CHECK THE APPROPRIATE BOX IF
A MEMBER OF A GROUP
(a)
(b) X
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
(See Item 4)
6. SHARED VOTING POWER
(See Item 4)
7. SOLE DISPOSITIVE POWER
(See Item 4)
8. SHARED DISPOSITIVE POWER
(See Item 4)
9. AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,544,700
10. CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
5.5%
12. TYPE OF REPORTING PERSON
IA, OO (See Item 4)
CUSIP NO. 109641100 13G Page
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Item 1.
(a) Name of Issuer
BRINKER INTERNATIONAL, INC.
(b) Address of Issuer's
Principal Executive Offices
6820 LBJ Freeway
Dallas, TX 75240
Item 2.
(a) Name of Person Filing
Franklin Advisory Services, LLC
(b) Address of Principal
Business Office or, if none, Residence
55 Challenger Road, Suite 501
Ridgefield Park, NJ 07660
(c) Citizenship
Delaware
(d) Title of Class of
Securities
Common Stock, $0.10 par value
(e) CUSIP Number
109641100
CUSIP NO. 109641100 13G Page
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Item 3. If this statement is
filed pursuant to §§240.13d‑1(b) or 240.13d‑2(b) or (c),
check whether the person filing
is a:
(a) [ ] Broker or dealer
registered under section 15 of the Act (15 U.S.C. 8o).
(b) [ ] Bank as defined in
section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) [ ] Insurance company as defined
in section 3(a)(19) of the Act (15 U.S.C.
78c).
(d) [ ] Investment company
registered under section 8 of the Investment Company
Act of 1940 (15 U.S.C 80a ‑8).
(e) [X] An investment adviser in
accordance with §240.13d‑1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan
or endowment fund in accordance with
§240.13d‑1(b)(1)(ii)(F);
(g) [ ] A parent holding company
or control person in accordance with
§240.13d‑1(b)(1)(ii)(G);
(h) [ ] A savings associations
as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C.
1813);
(i) [ ] A church plan that is
excluded from the definition of an investment
company under section 3(c)(14) of
the Investment Company Act of 1940
(15 U.S.C. 80a‑3);
(j) [ ] A non‑U.S.
institution in accordance with §240.13d‑1(b)(ii)(J);
(k) [ ] Group, in accordance
with §240.13d‑1(b)(1)(ii)(K).
If filing as a non‑U.S.
institution in accordance with §240.13d‑1(b)(1)(ii)(J),
please specify the type of
institution
Item 4. Ownership
The
securities reported herein are beneficially owned by one or more open‑end
investment
companies
or other managed accounts that are investment management clients of Franklin
Mutual
Advisors, LLC ("FMA") and/or Franklin Advisory Services, LLC (“FAS”),
each an
indirect
wholly owned subsidiary of Franklin Resources, Inc. ("FRI"). When an investment
management
contract (including a sub‑advisory agreement) delegates to FMA or FAS
investment
discretion or voting power over the securities held in the investment advisory
accounts
that are subject to that agreement, FRI treats FMA or FAS as having sole
investment
discretion or voting authority, as the case may be, unless the agreement
specifies
otherwise. Accordingly, each of FMA and FAS reports on Schedule 13G that it has
sole
investment discretion and voting authority over the securities covered by any such
investment
management agreement, unless otherwise noted in this Item 4. As a result for
purposes
of Rule 13d‑3 under the Act, FMA and/or FAS may be deemed to be the
beneficial
owner
of the securities reported in this Schedule 13G.
Beneficial
ownership by investment management subsidiaries and other affiliates of FRI
is
being reported in conformity with the guidelines articulated by the SEC staff
in
Release
No. 34‑39538 (January 12, 1998) relating to organizations, such as FRI,
where
related
entities exercise voting and investment powers over the securities being
reported
independently from each other. The voting and investment powers held by FMA and
FAS
are exercised
independently from FRI (FMA’s and FAS’s parent holding company) and from
all
other investment
management subsidiaries of FRI (FRI, its affiliates and investment
management
subsidiaries other
than FMA and FAS are, collectively, “FRI affiliates”).
Furthermore,
internal policies
and procedures of FMA, FAS and FRI establish informational
barriers
that prevent the flow
between FMA and FAS, on the one hand, and the FRI
affiliates,
on the other hand, of information that relates to the voting and investment
powers
over the securities owned by their respective investment management clients.
Consequently,
FMA and FAS report the securities over which they hold investment and voting
power
separately from the FRI affiliates for purposes of Section 13 of the Act.
CUSIP NO. 109641100 13G Page
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Charles
B. Johnson and Rupert H. Johnson, Jr. (the "Principal Shareholders")
each own in
excess
of 10% of the outstanding common stock of FRI and are the principal
stockholders
of
FRI. However, because FMA and FAS exercise voting and investment powers on
behalf of
their
investment
management clients independently of FRI, beneficial ownership of the
securities
reported by FMA and FAS is not attributed to the Principal Shareholders. Each
of FMA
and FAS disclaims
any pecuniary interest in any of the securities reported in this
Schedule
13G. In addition,
the filing of this Schedule 13G on behalf of FMA and/or FAS
should
not be construed as an
admission that it is, and it disclaims that it is, the
beneficial
owner, as defined in
Rule 13d‑3, of any of such securities.
Furthermore,
each of FMA and FAS believes that it is not a "group" with FRI, the
Principal
Shareholders,
or their respective affiliates within the meaning of Rule 13d‑5 under the
Act
and that none of them is otherwise required to attribute to any other the
beneficial
ownership of the securities held by such person or by any persons or
entities
for whom or for which FMA or the FRI affiliates provide investment management
services.
(a) Amount beneficially
owned:
2,544,700
(b) Percent of class:
5.5%
(c) Number of shares as to
which the person has:
(i) Sole power to vote or to
direct the vote
Franklin Advisory Services, LLC:
2,348,196
(ii) Shared power to vote or
to direct the vote
0
(iii) Sole power to dispose
or to direct the disposition of
Franklin Advisory Services, LLC:
2,544,700
(iv) Shared power to dispose
or to direct the disposition of
0
Item 5. Ownership of Five Percent
or Less of a Class
If this statement is being filed
to report the fact that as of the date hereof
the reporting person has ceased
to be the beneficial owner of more than five
percent of the class of
securities, check the following [ ].
Item 6. Ownership of More than
Five Percent on Behalf of Another Person
The clients of Franklin Advisory
Services, LLC, including investment companies
registered under the Investment
Company Act of 1940 and other managed accounts,
have the right to receive or
power to direct the receipt of dividends from, and
the proceeds from the sale of,
the securities reported herein.
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Item 7. Identification and
Classification of the Subsidiary Which Acquired the
Security Being Reported on By the
Parent Holding Company
Not Applicable
Item 8. Identification and
Classification of Members of the Group
Not Applicable
Item 9. Notice of Dissolution of
Group
Not Applicable
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Item 10. Certification
By signing below I certify that, to the best of my knowledge and belief, the securities
referred to above were acquired and are held in the ordinary course of business and were
not acquired and are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not acquired and are
not held in connection with or as a participant in any transaction having that purpose
or effect.
SIGNATURE
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: January 29, 2018.
Franklin Advisory Services, LLC
By: /s/STEVEN J. GRAY
‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑
Steven J. Gray
Assistant Secretary of Franklin Advisory Services, LLC
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