SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Waters Martin P

(Last)

(First)

(Middle)

THREE LIMITED PARKWAY

(Street)

COLUMBUS

43230

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/19/2016

3. Issuer Name and Ticker or Trading Symbol
L Brands, Inc. [ LB ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Pres, L Brands International

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, $0.50 par value	59,470	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Deferred Share Unit	⁽¹⁾	⁽¹⁾	Common Stock, $0.50 par value	16,970	⁽²⁾	D
Stock Option - Right to Buy	03/31/2015	03/31/2021	Common Stock, $0.50 par value	6,149	$26.4271	D
Stock Option - Right to Buy	⁽³⁾	03/30/2022	Common Stock, $0.50 par value	27,074	$41.5439	D
Stock Option - Right to Buy	⁽³⁾	03/29/2023	Common Stock, $0.50 par value	27,757	$41.8789	D
Stock Option - Right to Buy	⁽³⁾	03/31/2024	Common Stock, $0.50 par value	21,440	$54.2142	D
Stock Option - Right to Buy	⁽³⁾	03/31/2026	Common Stock, $0.50 par value	8,541	$87.81	D
Stock Option - Right to Buy	⁽³⁾	04/02/2025	Common Stock, $0.50 par value	13,985	$91.1673	D

Explanation of Responses:

1. The deferred share units are fully vested and will be delivered to the reporting person upon termination of employment with L Brands, Inc.

2. Each deferred share unit represents a contingent right to receive one share of Limited Brands, Inc. common stock.

3. Option vests 20% on each of the second and third anniversaries of the date of grant and 30% on each of the fourth and fifth anniversaries of the date of grant.

Remarks:

EXHIBIT INDEX Exhibit 24 - Power of Attorney

	Robert J. Tannous, Attorney-in-Fact	05/24/2016
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.