Unregistered Sales of Equity Securities and Use of Proceeds
−Removed: Conversion of 2025 Notes - During the thirteen weeks ended June 25, 2023, certain holders of our 2025 Notes elected to convert $0.2 million in aggregate principal amount of 2025 Notes for a combination of an aggregate of $0.2 million in cash and 9,925 shares of our common stock.
−Removed: The shares of common stock issued upon conversion of the 2025 Notes were issued in reliance upon the exemptions from the registration requirements of the Securities Act provided by Sections 3(a)(9) and 4(a)(2) thereof.
−Removed: In connection with the conversion of the 2025 Notes, we exercised our rights under certain convertible note hedge transactions during the thirteen weeks ended June 25, 2023 and received a proportionate amount of our common stock.
−Removed: There were no other sales of equity securities during the thirteen weeks ended June 25, 2023 that were not registered under the Securities Act.
−Removed: Share Repurchases - The following table provides information regarding our purchases of common stock during the thirteen weeks ended June 25, 2023:
+Added: There were no sales of equity securities during the thirteen weeks ended September 24, 2023 that were not registered under the Securities Act.
+Added: Share Repurchases - The following table provides information regarding our purchases of common stock during the thirteen weeks ended September 24, 2023:
REPORTING PERIOD TOTAL NUMBER OF SHARES PURCHASED AVERAGE PRICE PAID PER SHARE TOTAL NUMBER OF SHARES PURCHASED AS PART OF PUBLICLY ANNOUNCED PLANS OR PROGRAMS APPROXIMATE DOLLAR VALUE OF SHARES THAT MAY YET BE PURCHASED UNDER THE PLANS OR PROGRAMS (1)
−Removed: March 27, 2023 through April 23, 2023 227,812 $ 24.96 227,812 $ 113,669,958
−Removed: April 24, 2023 through May 21, 2023 124,149 $ 24.10 124,149 $ 110,677,940
−Removed: May 22, 2023 through June 25, 2023 266,752 $ 25.72 266,752 $ 103,817,009
+Added: June 26, 2023 through July 23, 2023 209,996 $ 27.02 209,996 $ 98,143,201
+Added: July 24, 2023 through August 20, 2023 95,577 $ 27.23 95,577 $ 95,540,716
+Added: August 21, 2023 through September 24, 2023 284,763 $ 26.97 284,763 $ 87,861,050
Total 590,336 590,336
2 unchanged sentences
The 2023 Share Repurchase Program will expire on August 7, 2024.
−Removed: BLOOMIN’ BRANDS, INC.
−Removed: NUMBER DESCRIPTION OF EXHIBITS FILINGS REFERENCED FOR
−Removed: INCORPORATION BY REFERENCE
−Removed: 3.1 Fifth Amended and Restated Certificate of Incorporation of Bloomin’ Brands, Inc.
−Removed: April 19, 2023, Form 8-K, Exhibit 3.1
−Removed: 3.2 Fourth Amended and Restated Bylaws of Bloomin’ Brands, Inc.
−Removed: April 19, 2023, Form 8-K, Exhibit 3.2
−Removed: 31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
−Removed: Filed herewith
−Removed: 31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
−Removed: Filed herewith
−Removed: 32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C.
−Removed: Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (1)
−Removed: Furnished herewith
−Removed: 32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C.
−Removed: Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (1)
−Removed: Furnished herewith
−Removed: 101.INS Inline XBRL Instance Document Filed herewith
−Removed: 101.SCH Inline XBRL Taxonomy Extension Schema Document Filed herewith
−Removed: 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document Filed herewith
−Removed: 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document Filed herewith
−Removed: 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document Filed herewith
−Removed: 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document Filed herewith
−Removed: 104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) Filed herewith
−Removed: (1) These certifications are not deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section.
−Removed: These certifications will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates them by reference.
−Removed: BLOOMIN’ BRANDS, INC.
−Removed: Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
−Removed: August 1, 2023 BLOOMIN’ BRANDS, INC.
−Removed: /s/ Philip Pace
−Removed: Philip Pace Senior Vice President, Chief Accounting Officer
−Removed: (Principal Accounting Officer)
−Removed: [Remainder of page intentionally left blank]
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.