SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
Meslow Andrew

(Last) (First) (Middle)
THREE LIMITED PARKWAY

(Street)
COLUMBUS OH 43230

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
05/14/2020
3. Issuer Name and Ticker or Trading Symbol
L Brands, Inc. [ LB ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, $0.50 par value 247,944 D
Common Stock, $0.50 par value 3,455 I By 401k
Common Stock, $0.50 par value 1,369 I Employee Stock Purchase Plan
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option - Right to Buy (1) 03/29/2029 Common Stock, $0.50 par value 34,225 27.94 D
Stock Option - Right to Buy (1) 03/21/2028 Common Stock, $0.50 par value 15,261 39.42 D
Stock Option - Right to Buy 03/29/2018 03/29/2023 Common Stock, $0.50 par value 6,707 41.8789 D
Stock Option - Right to Buy (2) 03/31/2027 Common Stock, $0.50 par value 12,341 47.1 D
Stock Option - Right to Buy 03/31/2019 03/31/2024 Common Stock, $0.50 par value 7,117 54.2142 D
Stock Option - Right to Buy (2) 03/31/2026 Common Stock, $0.50 par value 8,541 87.81 D
Stock Option - Right to Buy 04/02/2020 04/02/2025 Common Stock, $0.50 par value 5,757 91.1673 D
Explanation of Responses:
1. Option vests 1/3 per year beginning on the first anniversary of the date of grant.
2. 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.
Remarks:
EXHIBIT INDEX Exhibit 24 - Power of Attorney
Robert J. Tannous, Attorney-in-Fact 05/15/2020
** 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 5 (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 24
POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and
appoints each of Robert J. Tannous and Patricia S. Callahan, signing
singly, as the undersigned's true and lawful attorney-in-fact to:

(1) execute for and on behalf of the undersigned, in the undersigned's
capacity as an officer and/or director of L Brands, Inc. (the "Company"),
a Form ID and Forms 3, 4, and 5 in accordance with Section 16(a) of the
Securities Exchange Act of 1934 and the rules thereunder;

(2) do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to complete and execute any such
Form ID or Form 3, 4, or 5, complete and execute any amendment or amendments
thereto, and timely file such form with the United States Securities and
Exchange Commission and any stock exchange or similar authority; and

(3) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact,may be of benefit
to, in the best interest of, or legally required by, the undersigned, it
being understood that the documents executed by such attorney-in-fact on
behalf of the undersigned pursuant to this Power of Attorney shall be in
such form and shall contain such terms and conditions as such attorney-in-
fact may approve in such attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and
powers herein granted, as fully to all intents and purposes as the undersigned
might or could do if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that such attorney-in-fact,
or such attorney-in-fact's substitute or substitutes, shall lawfully do or
cause to be done by virtue of this power of attorney and the rights and powers
herein granted. The undersigned acknowledges that the foregoing attorneys-
in-fact, in serving in such capacity at the request of the undersigned, are
not assuming, nor is the Company assuming, any of the undersigned's
responsibilities to comply with Section 16 of the Securities Exchange Act of
1934.

This Power of Attorney shall remain in full force and effect until the under-
signed is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 11th day of May, 2020.

    /s/   Andrew Meslow
___________________________________
              Signature

Printed Name:  Andrew Meslow