UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) ~~March~~ May 274, 2012

OSI RESTAURANT PARTNERS, LLC

(Exact name of registrant as specified in its charter)



Delaware	1-15935	59-3061413
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

2202 North West Shore Boulevard, Suite 500, Tampa, Florida 33607

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code (813) 282-1225

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 15.~~01 ENTRY~~02 ~~INTO~~Departure Aof ~~MATERIAL~~Directors ~~DEFINITIVE~~or ~~AGREEMENT~~Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~Effective~~On ~~March~~May 274, 2012, ~~three sister companies of~~ OSI Restaurant Partners, LLC (the “weCompany”) announced the appointment of David Deno, ~~“us”~~54, ~~“our”~~as orthe Company's Executive Vice President and Chief Financial Officer, commencing on May 7, 2012. Prior to joining the “Company”), ~~entered~~Mr. ~~into~~Deno aserved ~~new~~as ~~commercial~~Chief ~~mortgage-backed~~Financial ~~securities~~Officer ~~loan~~of (the ~~“2012~~international ~~CMBS~~division ~~Loan”)~~of Best Buy Co. since December 2009. ~~The~~Prior ~~2012~~to ~~CMBS~~joining ~~Loan~~Best ~~comprises~~Buy aCo., ~~first~~Mr. ~~mortgage~~Deno ~~loan~~was ~~collateralized~~a byconsultant ~~261~~with ~~restaurant~~Obelysk ~~properties,~~Capital ~~and~~from ~~two~~February ~~mezzanine~~2009 ~~loans~~to December 2009. ~~The~~Prior ~~sister~~to ~~companies~~joining ~~are~~Obelysk ~~indirect~~Capital, ~~wholly~~Mr. ~~owned~~Deno ~~subsidiaries~~was a Managing Director of ~~Kangaroo~~CCMP ~~Holdings~~Capital Advisors, ~~Inc~~LLC (“CCMP”), a private equity firm from August 2006 to February 2009. While with CCMP, ~~our~~Mr. ~~indirect~~Deno ~~parent~~was the President and then CEO of Quiznos, LLC, an operator of quick service restaurants.

In connection with the 2012 CMBS Loan, on March 27, 2012, our subsidiary, Private Restaurant Master Lessee, LLC (“Lessee”), entered into an Amended and Restated Master Lease Agreement (the “Master Lease”) with New Private Restaurant Properties, LLC (“New PRP”), the landlord under the Master Lease and the borrower under the first mortgage loan portion of the 2012 CMBS Loan. The ~~Master~~material ~~Lease~~terms amends and restates in its entirety the original Master Lease Agreement, dated June 14, 2007, between Lessee and Private Restaurant Properties, LLC. Pursuant to the Master Lease, Lessee leased 261 properties from New PRP. The term of ~~the Master Lease expires on March 26, 2027~~Mr. ~~The~~ ~~Master~~Deno's ~~Lease~~employment iswith ~~a triple net lease and provides for fixed monthly payments by Lessee of an aggregate base rent for all of~~ the ~~properties~~Company subject to the Master Lease, plus additional amounts for taxes, insurance premiums, utilities and certain additional items. Annual base rent for the first five years of the Master Lease is $54,483,373, but increases by 10% after five years and again after 10 years. Late charges will accrue on the base rent if it is not paid when due, and will accrue on additional charges if they are ~~not~~as ~~paid within five days of the due date.~~ follows:

~~The~~• ~~Master Lease contains various terms and conditions related to subleasing of properties from the Master Lease, insurance, casualty and condemnation, and other matters customary for a lease of this type~~Mr. ~~Lessee~~ ~~also~~Deno is subject to customary affirmative and negative covenants and events of default. In addition, certain significant changes or events with respect to our ownership and organization are not permitted. Among other remedies, New PRP or the mortgage lender under the 2012 CMBS Loan will ~~have~~be ~~the~~paid ~~right to terminate the Master Lease during~~ an ~~event~~annual ofbase ~~default~~salary ~~under the Master Lease. The Master Lease also requires Lessee, in the event~~ of ~~a termination of the Master Lease or rejection of the Master Lease in a bankruptcy proceeding~~$600, ~~to provide certain transition services to the landlord under the Master Lease in respect of the properties subject to the Master Lease for a limited time following such event~~000.

~~The~~• ~~Master~~Mr. ~~Lease~~Deno ~~provides~~will ~~that~~be ~~Lessee~~eligible isto ~~obligated~~participate toin ~~indemnify~~the ~~New~~Company's ~~PRP,~~annual ~~its~~bonus ~~lenders,~~program ~~and~~with ~~related~~a ~~persons~~target ~~for~~bonus ~~various~~opportunity ~~losses~~of ~~relating~~85% toof base salary based on both Company performance against objectives as set forth in the ~~properties~~Company's incentive program and ~~our~~individual ~~use~~performance ~~thereof~~against ~~and~~goals. For the year 2012, Mr. Deno will be eligible for ~~Lessee's~~the ~~non~~full-~~compliance~~year program with ~~the~~a ~~Master~~guaranteed ~~Lease.~~payment equal to his target bonus.

In• ~~connection~~Mr. ~~with~~Deno ~~the~~will ~~Master~~be ~~Lease~~paid a sign-on bonus of $425,000, weless ~~entered~~applicable ~~into~~taxes. anOne-half ~~Amended~~of ~~and~~the ~~Restated~~sign-on ~~Guaranty,~~bonus ~~dated~~will ~~March~~be ~~27,~~paid ~~2012~~to Mr. Deno on the date of his first paycheck from the Company, inand ~~favor~~the other half will be paid six months after the start of ~~New~~his ~~PRP~~employment ~~pursuant~~with tothe ~~which~~Company. weIf ~~guaranteed~~Mr. Deno voluntarily terminates his employment with the ~~payment,~~Company ~~performance~~within ~~and~~12 ~~observance~~months following each payment of ~~Lessee's~~the ~~obligations~~sign-on ~~under~~bonus, Mr. Deno is required to reimburse the ~~Master~~Company ~~Lease~~for such payment.

We• ~~and~~Mr. ~~Lessee~~Deno ~~also~~will ~~entered~~receive ~~into (~~a) ~~customary~~one-time ~~environmental~~grant ~~indemnities~~of ~~with~~options ~~the~~to ~~lenders~~purchase ~~under~~400,000 ~~the~~shares ~~2012~~of ~~CMBS~~common ~~Loan~~stock ~~providing~~of ~~for~~Bloomin' ~~indemnification~~Brands, ofInc., the ~~lenders~~Company's ultimate parent (“Bloomin' Brands”), with ~~respect~~standard tovesting ~~certain~~of ~~environmental~~five ~~matters~~years ~~and~~contingent ~~(b)~~on acontinued ~~customary~~employment ~~subordination~~with the Company, ~~non-disturbance~~subject ~~and~~to ~~attornment~~the ~~agreement~~terms ~~with~~of the ~~lenders.~~Bloomin' Brands' 2007 Equity Incentive Plan and standard option award agreement.


•	If Mr. Deno's employment is terminated by the Company without cause, Mr. Deno will be eligible to receive severance equal to a minimum of twelve months of his base salary.

•

Mr. Deno will be entitled to reimbursement of reasonable costs associated with his relocation to Tampa, Florida in accordance with the Company's relocation policy. If Mr. Deno voluntarily terminates his employment, or if the Company terminates Mr. Deno's employment for cause within one year of the state date of his employment with the Company, Mr. Deno will be required to repay all relocation costs.


•	Mr. Deno will be eligible to participate in benefit programs offered by the Company to its executives, which include personal time off, paid holidays, medical benefits, and participation in the Company's non-qualified deferred compensation plan.

It is expected that Mr. Deno will enter into an employment agreement with the Company setting forth these and other terms of his employment.

As previously announced, Dirk Montgomery, the Company's current Executive Vice President and Chief Financial Officer, will cease to be Chief Financial Officer effective upon commencement of Mr. Deno's employment, and will assume the new role of Chief Value Chain Officer.


Item 7.01	Regulation FD Disclosure.

On May 4, 2012, the Company issued a press release announcing the appointment of Mr. Deno as set forth in Item 5.02 of this Current Report on Form 8-K. A copy of the press release is furnished with this Form 8-K as Exhibit 99.1. Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.



	Exhibit Number		Description

	99.1		Press release issued by the Company on May 4, 2012.

SIGNATURE

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 hereunto duly authorized.

		OSI RESTAURANT PARTNERS, LLC	~~OSI RESTAURANT PARTNERS, LLC~~
		(Registrant)	~~(Registrant)~~
Date:	April 2, 2012	By:	/s/ Dirk A. Montgomery
Date: May 4, 2012		By:	/s/ Joseph J. Kadow
			Dirk A. Montgomery
			Joseph J. Kadow
			Chief Financial Officer
			Executive Vice President and Chief Legal Officer

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