SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Wexner Leslie H.

(Last) (First) (Middle)
C/O L BRANDS, INC
THREE LIMITED PARKWAY

(Street)
COLUMBUS OH 43216

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
L Brands, Inc. [ LB ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Chairman and CEO
3. Date of Earliest Transaction (Month/Day/Year)
08/25/2014
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 08/19/2014 G (1) V 612,816 D (2) 17,642,998 (3) (4) (5) D (3) (4) (5)
Common Stock 08/25/2014 G (1) V 859,363 D (2) 16,783,635 (3) (4) (5) D (3) (4) (5)
Common Stock 08/25/2014 G (6) V 49,706 D (2) 10,012,996 (4) (5) (7) D (4) (5) (7)
Common Stock 08/19/2014 G (1) V 612,816 A (2) 1,090,931 (4) (5) (8) I (4) (5) (8) The Wexner Children's Trust II
Common Stock 08/25/2014 G (1) (6) V 909,069 A (2) 2,000,000 (4) (5) (8) I (4) (5) (8) The Wexner Children's Trust II
Common Stock 08/25/2014 S 2,000,000 D $62.64 0 (4) (5) (8) I (4) (5) (8) The Wexner Children's Trust II
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
Wexner Leslie H.

(Last) (First) (Middle)
C/O L BRANDS, INC
THREE LIMITED PARKWAY

(Street)
COLUMBUS OH 43216

(City) (State) (Zip)
1. Name and Address of Reporting Person*
WEXNER ABIGAIL S

(Last) (First) (Middle)
LIMITED BRANDS INC
THREE LIMITED PARKWAY

(Street)
COLUMBUS OH 43216

(City) (State) (Zip)
Explanation of Responses:
1. Transfer of shares from Leslie H. Wexner ("Mr. Wexner") to The Wexner Children's Trust II ("WCTII").
2. Not applicable.
3. Owned by Mr. Wexner directly. Owned by Abigail S. Wexner ("Mrs. Wexner") indirectly, through Mr. Wexner.
4. See Exhibit 99.1 for a table of all non-derivative shares of the Issuer beneficially owned directly or indirectly by Mr. Wexner and Mrs. Wexner.
5. Mr. Wexner and Mrs. Wexner disclaim beneficial ownership of all indirectly owned securities reported on this Form in excess of their respective pecuniary interests therein.
6. Transfer of shares from Mrs. Wexner to WCTII.
7. Owned by Mrs. Wexner directly. Owned by Mr. Wexner indirectly, through Mrs. Wexner.
8. Owned by Mrs. Wexner indirectly. Owned by Mr. Wexner indirectly, through Mrs. Wexner.
Remarks:
Remarks Exhibit 99.1: Additional Responses and Joint Filer Information, incorporated herein by reference.
/s/ Leslie H. Wexner 08/27/2014
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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