0000950103-21-012003.txt : 20210805 0000950103-21-012003.hdr.sgml : 20210805 20210805214606 ACCESSION NUMBER: 0000950103-21-012003 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210803 FILED AS OF DATE: 20210805 DATE AS OF CHANGE: 20210805 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Waters Martin P CENTRAL INDEX KEY: 0001674661 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40515 FILM NUMBER: 211150383 MAIL ADDRESS: STREET 1: 1740 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10019 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Victoria's Secret & Co. CENTRAL INDEX KEY: 0001856437 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-WOMEN'S CLOTHING STORES [5621] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 BUSINESS ADDRESS: STREET 1: 4 LIMITED PARKWAY EAST CITY: REYNOLDSBURG STATE: OH ZIP: 43068 BUSINESS PHONE: 614-577-7000 MAIL ADDRESS: STREET 1: 4 LIMITED PARKWAY EAST CITY: REYNOLDSBURG STATE: OH ZIP: 43068 FORMER COMPANY: FORMER CONFORMED NAME: Victorias Secret & Co DATE OF NAME CHANGE: 20210412 4 1 dp155922_4-waters.xml FORM 4 X0306 4 2021-08-03 0 0001856437 Victoria's Secret & Co. VSCO 0001674661 Waters Martin P 4 LIMITED PARKWAY EAST REYNOLDSBURG OH 43068 0 1 0 0 Chief Executive Officer Common Stock 2021-08-03 4 A 0 141181 A 159106 D Common Stock 2021-08-03 4 A 0 64590 A 223696 D Common Stock 6161.102 I By 401(k) Plan Stock Option (Right to Buy) 24.9513 2021-08-03 4 A 0 45078 A 2022-03-30 Common Stock 45078 45078 D Stock Option (Right to Buy) 25.1525 2021-08-03 4 A 0 46215 A 2023-03-29 Common Stock 46215 46215 D Stock Option (Right to Buy) 32.5611 2021-08-03 4 A 0 35698 A 2024-03-31 Common Stock 35698 35698 D Stock Option (Right to Buy) 54.7551 2021-08-03 4 A 0 23285 A 2025-04-02 Common Stock 23285 23285 D Stock Option (Right to Buy) 52.7387 2021-08-03 4 A 0 14221 A 2026-03-31 Common Stock 14221 14221 D Stock Option (Right to Buy) 28.2883 2021-08-03 4 A 0 23861 A 2027-03-31 Common Stock 23861 23861 D Stock Option (Right to Buy) 23.6757 2021-08-03 4 A 0 29302 A 2028-03-21 Common Stock 29302 29302 D Stock Option (Right to Buy) 16.7808 2021-08-03 4 A 0 42459 A 2029-03-28 Common Stock 42459 42459 D On August 2, 2021, Bath & Body Works, Inc. (f/k/a L Brands, Inc.) ("BBW") completed a prorata spinoff distribution ("Distribution") of all of its shares of Victoria's Secret & Co. ("VS") common stock, par value $0.01 per share ("VS Common Stock"), to the holders of record of BBW common stock, par value $0.50 per share ("BBW Common Stock"), on July 22, 2021 ("Record Date"). In connection with the Distribution, pursuant to the terms of the Employee Matters Agreement, dated as of August 2, 2021, by and between BBW and VS ("EMA"), all outstanding equity awards with respect to BBW Common Stock held by the Reporting Person were equitably adjusted and converted into equity awards with respect to VS Common Stock, with such equitable adjustments determined based on (i) the closing price of a share of BBW Common Stock on the close of trading on August 2, 2021 and (ii) the opening price of a share of VS Common Stock on August 3, 2021. Represents the grant of restricted stock units ("VS RSUs") with respect to shares of VS Common Stock upon the conversion of restricted stock units with respect to shares of BBW Common Stock held by the Reporting Person as of August 2, 2021, in accordance with the terms of EMA and the anti-dilution adjustment provisions under the L Brands Inc. 2011 Stock Option and Performance Incentive Plan, 2015 Stock Option and Performance Incentive Plan and 2020 Stock Option and Performance Incentive Plan ("BBW Stock Plans"), in connection with the Distribution. The VS RSUs were granted pursuant to the Victoria's Secret & Co. 2021 Stock Option and Performance Incentive Plan ("VS Stock Plan") in a manner intended to preserve the aggregate intrinsic value of the awards, and are generally subject to the same terms and conditions (including vesting and payment schedules) as applicable to the corresponding BBW restricted stock units ("BBW RSUs"). Reflects shares of VS Common Stock received in connection with the Distribution in respect of shares of BBW Common Stock held as of the Record Date. Represents the grant of VS RSUs with respect to shares of VS Common Stock upon the conversion of performance-based restricted stock units with respect to shares of BBW Common Stock held by the Reporting Person as of August 2, 2022, in accordance with the terms of the EMA and the anti-dilution adjustment provisions of the BBW Stock Plans in connection with the Distribution. The VS RSUs were granted pursuant to the VS Stock Plan in a manner intended to preserve the aggregate intrinsic value of the awards, and are generally subject to the same terms and conditions as applicable to the corresponding BBW RSUs; however, the performance-based restrictions were determined to have been met at the target performance level, and the VS RSUs are only subject to time-based vesting restrictions. Represents the grant of stock options to purchase VS Common Stock ("VS Options") upon the conversion of stock options to purchase BBW Common Stock ("BBW Options"), in accordance with the terms of the EMA and the anti-dilution adjustment provisions under the BBW Stock Plans, in connection with the Distribution. The VS Options were granted pursuant to the VS Stock Plan in a manner intended to preserve the aggregate intrinsic value of the awards, and are generally subject to the same terms and conditions (including vesting, exercise and expiration schedules) as applicable to the corresponding BBW Options. Fully vested and exercisable. This option vests as follows: 16,702 shares are fully vested and exercisable, and 7,159 shares vest on March 31, 2022. This option vests as follows: 11,720 shares are fully vested and exercisable, 8,791 shares vest on March 21, 2022 and 8,791 shares vest on March 21, 2023. This option vests as follows: 28,305 are fully vested and exercisable and 14,154 shares vest on March 28, 2022. /s/ Melinda McAfee as attorney-in-fact for Martin Waters 2021-08-05