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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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 LIMITED BRANDS, INC. THREE LIMITED PARKWAY (Street) COLUMBUS OH 43216 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol LIMITED 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) 03/30/2012
	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	03/30/2012		A(1)		1,875	A	$48	8,602,561(2)(3)(4)	D(2)(3)(4)
Common Stock	03/31/2012		M(5)(6)		332,843	A	(7)	19,722,037(3)(4)(8)	D(3)(4)(8)

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)	$48(2)	03/30/2012		A(9)		48,100		(10)	03/30/2022	Common Stock	48,100	(7)	48,100	D(4)(8)
Restricted Share Units(5)	(5)	03/31/2012		M(5)(6)			332,843(11)	03/31/2012	03/31/2012	Common Stock	332,843(11)	(7)	0	D(4)(8)

1. Name and Address of Reporting Person* Wexner Leslie H. (Last) (First) (Middle) C/O LIMITED BRANDS, INC. THREE LIMITED PARKWAY (Street) COLUMBUS OH 43216 (City) (State) (Zip)

1. Name and Address of Reporting Person* WEXNER ABIGAIL S (Last) (First) (Middle) LIMITED BRANDS INC THREE LIMITED PARKWAY (Street) COLUMBUS OH 43216 (City) (State) (Zip)

Explanation of Responses:

1. Non-employee director fees paid in stock to Abigail S. Wexner ("Mrs. Wexner").

2. Owned by Mrs. Wexner directly. Owned by Leslie H. Wexner ("Mr. Wexner") indirectly, through Mrs. Wexner.

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. 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.

5. The performance condition of a performance-based restricted share unit ("RSU") award previously granted to Mr. Wexner was satisfied on March 1, 2010, and then the RSUs vest generally based on his continued employment. The RSUs confer no voting rights and may not be sold until they automatically settle for an equivalent number of shares of common stock of the Issuer on the vesting date.

6. The RSUs vested on March 31, 2012.

7. Not applicable.

8. Owned by Mr. Wexner directly. Owned by Mrs. Wexner indirectly, through Mr. Wexner.

9. Stock option granted to Mr. Wexner.

10. The option vests in installments as follows: 3/30/2014 - 9,620 shares; 3/30/2015 - 9,620 shares; 3/30/2016 - 14,430 shares; and 3/30/2017 - 14,430 shares, subject to earlier forfeiture or acceleration.

11. Reflects adjustments from antidilution etc. pursuant to the Issuer's incentive plan.

Remarks:

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

	/s/ Leslie H. Wexner	04/03/2012
	** Signature of Reporting Person	Date
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