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 N.A. PROPERTY, INC.
8000 WALTON PARKWAY

(Street)
NEW ALBANY OH 43054

(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)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
07/19/2021
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 06/28/2021 G(1) V 10,814,206 D (2) 0(3)(5)(6) D(3)(5)(6)
Common Stock 06/28/2021 G(1) V 10,814,206 A (2) 28,001,096(4)(5)(6) D(4)(5)(6)
Common Stock 07/19/2021 S(7) 5,958,809(8) D $73.01 0(5)(6)(9) I(5)(6)(9) See Note(9)
Common Stock 07/19/2021 S(7) 13,001,096 D $73.01 15,000,000(4)(5)(6) D(4)(5)(6)
Common Stock 07/19/2021 S(10) 10,000,000 D $73.01 5,000,000(4)(5)(6) D(4)(5)(6)
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 N.A. PROPERTY, INC.
8000 WALTON PARKWAY

(Street)
NEW ALBANY OH 43054

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

(Last) (First) (Middle)
C/O N.A. PROPERTY, INC.
8000 WALTON PARKWAY

(Street)
NEW ALBANY OH 43054

(City) (State) (Zip)
Explanation of Responses:
1. Gift of shares from Abigail S. Wexner ("Mrs. Wexner") to Leslie H. Wexner ("Mr. Wexner").
2. Not applicable. No consideration in exchange.
3. Owned by Mrs. Wexner directly. Owned by Mr. Wexner indirectly, through Mrs. Wexner.
4. Owned by Mr. Wexner directly. Owned by Mrs. Wexner indirectly, through Mr. Wexner.
5. 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.
6. 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.
7. Sold to underwriter in a registered public offering.
8. Comprised of sales of: 127,567 shares by The Linden East Trust; 3,611,181 shares by The Linden West Trust; 141,515 shares by The Beech Trust; 352,941 shares by Linden East II trust; 352,941 shares by Linden West II trust; 343,166 shares by Pine Trust; 343,166 shares by Willow Trust; 343,166 shares by Cedar Trust; and 343,166 shares by Rose Trust. Excludes shares sold by The Wexner Family Charitable Fund because Mr. and Mrs. Wexner do not have a pecuniary interest in such shares, as the charitable fund is a tax exempt organization pursuant to IRC Section 501(c)(3).
9. Indirectly owned by Mr. Wexner and/or Mrs. Wexner.
10. Sold to the Issuer.
Remarks:
Exhibit 99.1 - Additional Responses and Joint Filer Information, incorporated herein by reference.
/s/ Leslie H. Wexner 07/20/2021
** 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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