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*
HAUK AMY

(Last) (First) (Middle)
4 LIMITED PARKWAY EAST

(Street)
REYNOLDSBURG OH 43068

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Victoria's Secret & Co. [ VSCO ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
CEO of PINK
3. Date of Earliest Transaction (Month/Day/Year)
08/03/2021
4. 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 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 08/03/2021(1) A 174,107(2) A (2) 175,324(3) D
Common Stock 08/03/2021(1) A 14,017(4) A (4) 189,341(3) D
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
Stock Option (Right to Buy) $24.9513 08/03/2021(1) A 2,657(5) (6) 03/30/2022 Common Stock 2,657 (5) 2,657 D
Stock Option (Right to Buy) $25.1525 08/03/2021(1) A 5,463(5) (6) 03/29/2023 Common Stock 5,463 (5) 5,463 D
Stock Option (Right to Buy) $32.5611 08/03/2021(1) A 13,818(5) (6) 03/31/2024 Common Stock 13,818 (5) 13,818 D
Stock Option (Right to Buy) $54.7551 08/03/2021(1) A 8,901(5) (6) 04/02/2025 Common Stock 8,901 (5) 8,901 D
Stock Option (Right to Buy) $52.7387 08/03/2021(1) A 9,742(5) (6) 03/31/2026 Common Stock 9,742 (5) 9,742 D
Stock Option (Right to Buy) $28.2883 08/03/2021(1) A 9,346(5) (7) 03/31/2027 Common Stock 9,346 (5) 9,346 D
Stock Option (Right to Buy) $23.6757 08/03/2021(1) A 9,504(5) (6) 03/21/2028 Common Stock 9,504 (5) 9,504 D
Stock Option (Right to Buy) $16.7808 08/03/2021(1) A 13,781(5) (8) 03/28/2029 Common Stock 13,781 (5) 13,781 D
Stock Option (Right to Buy) $36.1982 08/03/2021(1) A 19,890(5) (9) 03/16/2031 Common Stock 19,890 (5) 19,890 D
Explanation of Responses:
1. 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.
2. 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").
3. 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.
4. 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.
5. 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.
6. Fully vested and exercisable.
7. This option vests as follows: 6,542 shares are fully vested and exercisable, and 2,804 shares vest on March 31, 2022.
8. This option vests on March 28, 2022.
9. This option vests as follows: 9,945 shares vest on March 16, 2023 and 9,945 shares vest on March 16, 2024.
/s/ Melinda McAfee as attorney-in-fact for Amy Hauk 08/05/2021
** 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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