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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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^*

Burgdoerfer Stuart B

(Last)

(First)

(Middle)

THREE LIMITED PARKWAY

(Street)

COLUMBUS

43230

(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	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP & CFO

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2021

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)
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, $0.50 par value	02/26/2021		M		23,611	A	$41.8789	101,490	D
Common Stock, $0.50 par value	02/26/2021		M		17,329	A	$41.5439	118,819	D
Common Stock, $0.50 par value	02/26/2021		M		12,884	A	$27.94	131,703	D
Common Stock, $0.50 par value	02/26/2021		M		12,773	A	$26.4271	144,476	D
Common Stock, $0.50 par value	02/26/2021		M		5,732	A	$47.1	150,208	D
Common Stock, $0.50 par value	02/26/2021		M		3,519	A	$39.42	153,727	D
Common Stock, $0.50 par value	02/26/2021		S		75,848	D	$54.56⁽¹⁾	77,879⁽²⁾	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)
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	$26.4271	02/26/2021		M			12,773	⁽³⁾	03/21/2021	Common Stock, $0.50 par value	12,773	$0.0000	0.0000	D
Stock Option - Right to Buy	$27.94	02/26/2021		M			12,884	⁽⁴⁾	03/28/2029	Common Stock, $0.50 par value	12,884	$0.0000	25,770	D
Stock Option - Right to Buy	$41.8789	02/26/2021		M			23,611	⁽³⁾	03/29/2023	Common Stock, $0.50 par value	23,611	$0.0000	0.0000	D
Stock Option - Right to Buy	$41.5439	02/26/2021		M			17,329	⁽³⁾	03/30/2022	Common Stock, $0.50 par value	17,329	$0.0000	0.0000	D
Stock Option - Right to Buy	$47.1	02/26/2021		M			5,732	⁽³⁾	03/31/2017	Common Stock, $0.50 par value	5,732	$0.0000	8,599	D
Stock Option - Right to Buy	$39.42	02/26/2021		M			3,519	03/21/2021	03/21/2028	Common Stock, $0.50 par value	3,519	$0.0000	14,080	D

Explanation of Responses:

1. Price represents a weighted average of the sale price. Shares were sold at prices ranging from $54.44 to $54.89. Upon the request by the SEC staff, the Issuer, or a security holder of the Issuer, the reporting person will provide the full information about the number of shares sold at each separate price.

2. Since the filing of Mr. Burgdoerfer's last Form 4, 7,336 shares of L Brands Common Stock were transferred for no consideration to his spouse pursuant to a domestic relations property settlement. Mr. Burgdoerfer disclaims beneficial ownership of the transferred shares.

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.

4. Option vests 1/3 per year beginning on the first anniversary of the date of grant.

	Robert J. Tannous, Attorney-in-Fact	03/01/2021
	** 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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