| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
L Brands, Inc. [ LB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/19/2021 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
Exhibit 99.1
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Name and Address of Reporting Person:
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Leslie H. Wexner
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c/o N.A. Property, Inc.
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8000 Walton Parkway
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New Albany, OH 43054
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Issuer Name and Ticker or Trading Symbol:
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L Brands, Inc. (LB)
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Date of Earliest Transaction Required
to be Reported (Month/Day/Year):
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7/19/2021
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Title of Security
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Amount of
Securities
Beneficially
Owned
Following
Reported
Transaction(s)
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Ownership
Form:
Direct (D) or
Indirect (I)
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Nature of Indirect
Beneficial Ownership
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Common Stock
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5,000,000 (5)
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D/I (2)
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(2)
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Common Stock
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0
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D/I (1)
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(1)
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Common Stock
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0
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I (4)
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The Linden East Trust
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Common Stock
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0
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I (3)
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The Linden West Trust
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Common Stock
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0 (5)
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I (3)
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Wexner Personal Holdings Corporation
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Common Stock
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0
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I (4)
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The Beech Trust
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Common Stock
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0
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I (4)
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Linden East II trust
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Common Stock
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0
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I (4)
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Linden West II trust
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Common Stock
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0
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I (4)
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Pine Trust
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Common Stock
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0
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I (4)
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Willow Trust
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Common Stock
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0
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I (4)
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Cedar Trust
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Common Stock
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0
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I (4)
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Rose Trust
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See Notes on next page.
Page 1 of 3
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Name and Address of Reporting Person:
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Leslie H. Wexner
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c/o N.A. Property, Inc.
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8000 Walton Parkway
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New Albany, OH 43054
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Issuer Name and Ticker or Trading Symbol:
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L Brands, Inc. (LB)
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Date of Earliest Transaction Required
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to be Reported (Month/Day/Year):
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7/19/2021
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Notes:
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Owned by Abigail S. Wexner (“Mrs. Wexner”) directly. Owned by Leslie H. Wexner (“Mr. Wexner”) indirectly, through Mrs. Wexner.
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| (2) |
Owned by Mr. Wexner directly. Owned by Mrs. Wexner indirectly, through Mr. Wexner.
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| (3) |
Owned by Mr. Wexner indirectly. Owned by Mrs. Wexner indirectly, through Mr. Wexner.
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| (4) |
Owned by Mrs. Wexner indirectly. Owned by Mr. Wexner indirectly, through Mrs. Wexner.
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| (5) |
Reflects transfer from Wexner Personal Holdings Corporation of 4,892,608 shares to Mr. Wexner on June 28, 2021 (exempt pursuant to Rule 16a-13).
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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.
This Form does not report the shares of Common Stock owned by The Wexner Family Charitable Fund (for which each of Mr. and Mrs. Wexner serve as a director) 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).
Page 2 of 3
Joint Filer Information
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Name of Joint Filer:
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Abigail S. Wexner
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Address of Joint Filer:
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c/o N.A. Property, Inc.
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8000 Walton Parkway
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New Albany, OH 43054
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Relationship of Joint Filer to Issuer:
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Other (10% Owner related)
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Issuer Name and Ticker or Trading Symbol:
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L Brands, Inc. (LB)
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Date of Earliest Transaction Required
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to be Reported (Month/Day/Year):
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7/19/2021
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Designated Filer:
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Leslie H. Wexner
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Signature:
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/s/ Abigail S. Wexner
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Abigail S. Wexner
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July 20, 2021
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Date
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Page 3 of 3