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) May 1115, 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 25.02 ~~RESULTS~~ OFDeparture ~~OPERATIONS~~of ~~AND~~Directors ~~FINANCIAL~~or ~~CONDITION~~Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~Basis~~As previously disclosed, on May 4, 2012, OSI Restaurant Partners, LLC (the “Company”) announced the appointment of ~~Presentation~~David Deno, 54, as the Company's Executive Vice President and Chief Financial Officer, commencing on May 7, 2012. In connection with Mr. Deno’s appointment as Executive Vice President and Chief Executive Officer, on May 15, 2012, the Company entered into an Officer Employment Agreement with Mr. Deno (the "Employment Agreement"), effective May 7, 2012, which provides for an initial term of five years, subject to automatic one year renewals thereafter unless the agreement is terminated in accordance with its terms. Pursuant to the terms of the Employment Agreement, Mr. Deno is entitled to receive an annual base salary of $600,000 and is eligible for an annual bonus based on achievement of performance objectives as set forth in the Company's incentive program. The target amount of the annual bonus is 85% of Mr. Deno’s base salary. For the year 2012, Mr. Deno will be eligible for the full-year program with a guaranteed minimum payment equal to his target bonus (or $510,000), so long as he remains an employee of the Company through the end of the 2012 calendar year.

~~The~~Mr. ~~information~~Deno inis ~~this~~entitled ~~Current~~to ~~Report~~a sign-on ~~Form~~bonus ~~8-K~~of ~~provides supplemental information regarding OSI Restaurant Partners~~$425,000, ~~LLC’s~~less ~~(the~~applicable ~~“Company’s”)~~taxes. ~~results~~One-half ~~for~~of the ~~three~~sign-on ~~months~~bonus ~~ended~~will ~~March~~be ~~31,~~paid ~~2012~~to ~~and~~Mr. ~~2011~~Deno ~~and~~on ~~should~~the bedate ~~read~~of inhis ~~conjunction~~first ~~with~~paycheck from the ~~financial~~Company, ~~statements~~ and ~~notes thereto and~~ the other ~~information~~half ~~included~~will inbe ~~the~~paid ~~Company’s~~six ~~Quarterly~~months ~~Report~~after ~~on Form 10-Q for~~ the ~~quarter~~start ~~ended~~of ~~March 31,~~his ~~2012~~employment (with the ~~“Form~~Company. If ~~10-Q”)~~Mr. ~~The~~ ~~results~~Deno ~~for~~voluntarily ~~the~~terminates ~~three~~his ~~months~~employment ~~ended~~with ~~March~~the ~~31,~~Company ~~2012~~or ~~and~~if ~~2011~~the ~~are~~Company ~~not~~terminates ~~necessarily~~Mr. ~~indicative of a full year’~~Deno's ~~results. Generally~~employment ~~accepted~~for ~~accounting~~cause ~~principles~~(within in the ~~United~~meaning ~~States~~given ~~(“U.S.~~to ~~GAAP”)~~such ~~require~~term ~~management~~in tothe ~~make~~Employment ~~estimates~~Agreement) ~~and~~within ~~assumptions~~12 ~~that~~months ~~affect~~following ~~the~~each ~~amounts~~payment ~~reported~~of in the ~~financial~~sign-on ~~statements~~bonus, Mr. ~~Actual~~ ~~results~~Deno ~~may~~is ~~vary~~required ~~materially~~to ~~from~~reimburse ~~these~~the ~~estimates~~Company ~~and~~for ~~assumptions~~such payment.

~~The~~Mr. ~~Company’s~~Deno ~~operating~~will ~~concepts~~be ~~are~~entitled ~~Outback~~to ~~Steakhouse,~~reimbursement ~~Carrabba’s~~of ~~Italian~~reasonable ~~Grill,~~costs ~~Bonefish~~associated ~~Grill,~~with ~~Fleming’s~~his ~~Prime~~relocation ~~Steakhouse~~to &Tampa, ~~Wine~~Florida ~~Bar,~~in ~~and~~accordance ~~Roy’s. The~~with the Company’'s ~~restaurant~~relocation ~~system~~policy. Mr. ~~operates~~Deno will be eligible to participate in 49benefit ~~states~~programs ~~and~~offered 21by ~~countries~~the ~~and~~Company ~~territories~~to ~~internationally~~its asexecutives, ofwhich ~~March 31~~include personal time off, ~~2012~~paid holidays, medical benefits, and participation in the Company's non-qualified deferred compensation plan.

~~First~~If ~~Quarter~~Mr. –Deno’s ~~Comparable~~employment ~~Restaurant~~is ~~Sales~~terminated by the Company other than for cause or if he resigns for good reason (within the meaning given to such terms in the Employment Agreement), Mr. Deno will be entitled to receive, subject to continued compliance with the restrictive covenants contained in the Employment Agreement, continued base salary for a period of 12 months. Mr. Deno will be subject to non-competition and non-solicitation restrictions for a period of two years following any termination of his employment.

~~Comparable-store~~As ~~sales~~previously ~~for~~announced, Dirk Montgomery, the Company’'s ~~significant~~former ~~restaurant~~Executive ~~brands~~Vice ~~for~~President ~~the~~and ~~quarter~~Chief ~~ended~~Financial ~~March 31~~Officer, ~~2012~~assumed ~~compared~~the torole ~~the~~of ~~same~~Chief ~~quarter~~Value inChain ~~2011~~Officer ~~changed~~effective bywith ~~approximately:~~the commencement of Mr. Deno's employment.

Quarter ended March 31, 2012	Company-owned		Franchise anddevelopmentjoint venture (1)		System-wide
Domestic comparable restaurant sales (stores open 18 months or more)
Outback Steakhouse	5.3	%	4.3	%	5.1	%
Carrabba’s Italian Grill	4.3	%	5.4	%	4.3	%
Bonefish Grill	6.2	%	5.8	%	6.2	%
Fleming’s Prime Steakhouse and Wine Bar	5.4	%	n/a		5.4	%

Item 9.01 Financial Statements and Exhibits.

~~_________________~~ (d) Exhibits.

(1) These sales do not represent sales of OSI Restaurant Partners, LLC and are presented only as an indicator of changes in the Company’s restaurant system, which management believes is important information about the Company’s restaurant brands.



	Exhibit Number			Description

	10.01			Officer Employment Agreement made and entered into effective May 7, 2012, by and among David Deno and OSI Restaurant Partners, LLC.

Reconciliation of Net Income Attributable to OSI Restaurant Partners, LLC to EBITDA, Adjusted EBITDA and Adjusted EBITDAR

EBITDA (earnings before interest, taxes, depreciation and amortization), Adjusted EBITDA (a measure the Company is required to report to its lenders, calculated by adjusting EBITDA to exclude certain stock-based compensation expenses, non–cash expenses and significant non–recurring items) and Adjusted EBITDAR (Adjusted EBITDA before rent expense) are supplemental measures of profitability that are not required by or presented in accordance with U.S. GAAP. Adjusted EBITDA, as presented, is based on a report the Company delivers to its lenders. Adjusted EBITDA and Adjusted EBITDAR may not be comparable to other similarly-titled measures used by other companies. They are not measurements of the Company’s financial performance under U.S. GAAP and should not be considered as alternatives to Net income attributable to OSI Restaurant Partners, LLC or any other performance measures derived in accordance with U.S. GAAP or as alternatives to cash flow from operating activities as measures of the Company’s liquidity. The Company believes that EBITDA, Adjusted EBITDA and Adjusted EBITDAR provide helpful information about the Company’s operations, cash flows and ability to meet its future debt service, capital expenditure and working capital requirements.

The following table reconciles Net income attributable to OSI Restaurant Partners, LLC to EBITDA, Adjusted EBITDA and Adjusted EBITDAR for the three months ended March 31, 2012 and 2011 (in thousands):

	THREE MONTHS ENDED
	MARCH 31,
	2012			2011
Net income attributable to OSI Restaurant Partners, LLC	$	58,067		$	46,888
Provision for income taxes	13,625			10,982
Interest expense, net	15,325			15,923
Depreciation and amortization	34,087			33,233
EBITDA	$	121,104		$	107,026
Impairments, closings and disposals (1)	6,244			2,724
Stock-based and other compensation expense (2)	9,068			9,107
Non-cash rent expense (3)	(3,894		)	4,695
Income from operations of unconsolidated affiliates, net (4)	(2,404		)	(3,646		)
Pre-opening expense (5)	673			284
Management fee (6)	2,326			2,252
Other, net (7)	81			284
Adjusted EBITDA	$	133,198		$	122,726
Cash rent (8)	46,781			47,040
Adjusted EBITDAR	$	179,979		$	169,766

_________________

(1) Represents the elimination of non-cash impairment charges for fixed assets and intangible assets, cash and non-cash expense from restaurant closings and net gains or losses on the disposal of fixed assets.

(2) Includes ongoing Partner Equity Plan (“PEP”) expense (net of certain PEP cash distributions) and Partner Ownership Account Plan expense of $5.8 million and $6.1 million, expenses associated with the vesting of restricted stock and other non-cash charges (net of certain cash distributions) related to compensation programs provided to management, area operating partners and/or restaurant managing partners of $0.4 million and $1.6 million and expense incurred as a result of gains on PEP deferred compensation participant investment accounts of $2.9 million and $1.4 million for the three months ended March 31, 2012 and 2011, respectively.

(3) Represents the difference between straight-line and cash rent expenses and the amortization of favorable and unfavorable leases. Includes approximately $1.5 million and $1.6 million of non-cash rent expense related to PRP for the three months ended March 31, 2012 and 2011, respectively, and a ($6.7) million gain from the write-off of the deferred rent liability associated with the 67 restaurant properties sold in March 2012 as part of the sale-leaseback transaction completed by the Company's indirect parent, Bloomin' Brands' Inc., for the three months ended March 31, 2012.

(4) Represents the elimination of income from operations of unconsolidated affiliates, net of distributions received, if any.

(5) Represents the elimination of employee travel, training, legal and other costs incurred prior to the opening of new restaurants.

(6) Represents management fees and expenses paid to a management company owned by affiliates of Bain Capital Partners, LLC, Catterton Partners and Company founders.

(7) Includes gain on the cash surrender value of life insurance of ($2.6) million and ($1.0) million, severance expense of $1.4 million and $0.4 million and executive recruiting and relocation costs of $1.2 million and $0.8 million for the three months ended March 31, 2012 and 2011, respectively, as well as gains and losses on foreign currency transactions and natural gas derivative instruments and franchise tax expense.

(8) Includes cash rent paid to PRP, exclusive of any amounts included in pre-opening expense above, of $16.3 million and $17.4 million for the three months ended March 31, 2012 and 2011, respectively.

Cautionary Statement

This Form 8-K includes statements that do not directly or exclusively relate to historical facts. Such statements are “forward-looking statements” within the meaning of Section 27A of the Securities Exchange Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements are based on the current expectations of management. The Company is subject to a number of risks and uncertainties that could cause actual results to differ materially from historical periods and from the forward-looking statements included in this document, including, but not limited to, price and availability of commodities, such as beef, chicken, shrimp, pork, seafood, dairy, potatoes, onions and energy supplies, which are subject to fluctuation and could increase or decrease more than the Company expects; interest rate changes, compliance with debt covenants and the Company’s ability to make debt payments since it is significantly leveraged as a result of the merger transaction on June 14, 2007; the availability of credit presently arranged from the Company’s revolving credit facilities and the future cost and availability of credit; the ability to obtain appropriate real estate sites; interest rates; inflation or deflation; increases in unemployment rates and taxes; increases in labor and health insurance costs; changes in consumer tastes and the level of acceptance of the Company's restaurant concepts (including consumer acceptance of prices); the intensely competitive nature of the restaurant industry; consumer reaction to public health issues; consumer perception of food safety; security breaches of confidential customer information in connection with our electronic processing of credit and debit card transactions; local, regional, national and international economic and political conditions; consumer confidence and spending patterns; the seasonality of the Company’s business; weather and natural disasters; demographic trends; the cost of advertising and media; and government actions and policies. Further information on potential factors that could affect the financial results of the Company is included in its 2011 Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 30, 2012 and in its Form 10-Q. The Company assumes no obligation to update the information in this Form 8-K, except as required by law.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~Registrant~~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:	May 11, 2012	By:	/s/ Joseph J. Kadow
Date: May 17, 2012		By:	/s/ Joseph J. Kadow
			Joseph J. Kadow
			Executive Vice President and Chief Legal Officer

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