SEC FORM 4

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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1. Name and Address of Reporting Person^*

Wexner Leslie H.

(Last)

(First)

(Middle)

C/O L BRANDS, INC

THREE LIMITED PARKWAY

(Street)

COLUMBUS

43216

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
L Brands, Inc. [ LTD ]

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)
01/30/2014

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/30/2014		M		503,770	A	$13.3918	17,685,055⁽¹⁾⁽²⁾⁽³⁾	D⁽¹⁾⁽²⁾⁽³⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock option (right to buy)	$13.3918⁽⁴⁾⁽⁵⁾	01/30/2014		M			503,770⁽⁴⁾⁽⁵⁾	⁽⁵⁾	02/02/2014	Common Stock	503,770⁽⁴⁾⁽⁵⁾	⁽⁶⁾	0	D⁽¹⁾⁽²⁾
Stock option (right to buy)	$52.66	01/30/2014		A⁽⁷⁾		116,459		⁽⁸⁾	01/30/2024⁽⁸⁾	Common Stock	116,459	⁽⁶⁾	116,459	D⁽¹⁾⁽²⁾

1. Name and Address of Reporting Person^*

Wexner Leslie H.

(Last)

(First)

(Middle)

C/O L BRANDS, INC

THREE LIMITED PARKWAY

(Street)

COLUMBUS

43216

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman and CEO

1. Name and Address of Reporting Person^*

WEXNER ABIGAIL S

(Last)

(First)

(Middle)

C/O L BRANDS, INC.

THREE LIMITED PARKWAY

(Street)

COLUMBUS

43216

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman and CEO

Explanation of Responses:

1. Owned by Leslie H. Wexner ("Mr. Wexner") directly. Owned by Abigail S. Wexner ("Mrs. Wexner") indirectly, through Mr. Wexner.

2. 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.

3. 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.

4. Reflects adjustments from antidilution etc. pursuant to the Issuer's stock plan.

5. The Issuer originally granted 360,000 stock options to Mr. Wexner with an exercise price of $18.74 per share pursuant to the Issuer's stock plan. The options vested in original installments as follows: 2/2/05 - 90,000 shares; 2/2/06 - 90,000 shares; 2/2/07 - 90,000 shares; and 2/2/08 - 90,000 shares.

6. Not applicable.

7. Stock option granted to Mr. Wexner.

8. The option vests in installments as follows: 1/30/2016 - 23,292 shares; 1/30/2017 - 23,292 shares; 1/30/2018 - 34,938 shares; and 1/30/2019 - 34,937 shares, subject to earlier forfeiture or acceleration.

Remarks:

Remarks Exhibit 99.1: Additional Responses and Joint Filer Information, incorporated herein by reference.

	/s/ Leslie H. Wexner	02/03/2014
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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