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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^*

Wexner Leslie H.

(Last)

(First)

(Middle)

C/O L BRANDS, INC.

THREE LIMITED PARKWAY

(Street)

COLUMBUS,

43216

(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)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/02/2020

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)
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	10/02/2020		G⁽¹⁾	V	1,372,664	D	⁽²⁾	6,111,181⁽³⁾⁽⁴⁾⁽⁵⁾	I⁽³⁾⁽⁴⁾⁽⁵⁾	The Linden West Trust
Common Stock	10/07/2020		G⁽¹⁾	V	343,166	A	⁽²⁾	343,166⁽⁴⁾⁽⁵⁾⁽⁶⁾	I⁽⁴⁾⁽⁵⁾⁽⁶⁾	Pine Trust
Common Stock	10/07/2020		G⁽¹⁾	V	343,166	A	⁽²⁾	343,166⁽⁴⁾⁽⁵⁾⁽⁶⁾	I⁽⁴⁾⁽⁵⁾⁽⁶⁾	Willow Trust
Common Stock	10/07/2020		G⁽¹⁾	V	343,166	A	⁽²⁾	343,166⁽⁴⁾⁽⁵⁾⁽⁶⁾	I⁽⁴⁾⁽⁵⁾⁽⁶⁾	Cedar Trust
Common Stock	10/07/2020		G⁽¹⁾	V	343,166	A	⁽²⁾	343,166⁽⁴⁾⁽⁵⁾⁽⁶⁾	I⁽⁴⁾⁽⁵⁾⁽⁶⁾	Rose Trust
Common Stock	10/07/2020		G⁽⁷⁾	V	352,941	D	⁽²⁾	10,814,206⁽⁴⁾⁽⁵⁾⁽⁸⁾	D⁽⁴⁾⁽⁵⁾⁽⁸⁾
Common Stock	10/07/2020		G⁽⁷⁾	V	352,941	A	⁽²⁾	352,941⁽⁴⁾⁽⁵⁾⁽⁶⁾	I⁽⁴⁾⁽⁵⁾⁽⁶⁾	Linden East II trust
Common Stock	10/07/2020		G⁽⁹⁾	V	352,941	D	⁽²⁾	15,363,754⁽³⁾⁽⁴⁾⁽⁵⁾	D⁽³⁾⁽⁴⁾⁽⁵⁾
Common Stock	10/07/2020		G⁽⁹⁾	V	352,941	A	⁽²⁾	352,941⁽⁴⁾⁽⁵⁾⁽⁶⁾	I⁽⁴⁾⁽⁵⁾⁽⁶⁾	Linden West II trust
Common Stock	11/15/2020		M⁽¹⁰⁾		1,260	A	⁽²⁾	15,365,014⁽³⁾⁽⁴⁾⁽⁵⁾	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)
Restricted Share Units⁽¹¹⁾	⁽¹¹⁾	11/15/2020		M⁽¹⁰⁾			1,260	⁽¹⁰⁾	01/19/2023	Common Stock	1,260	⁽²⁾	0	D⁽³⁾⁽⁵⁾

1. Name and Address of Reporting Person^*

Wexner Leslie H.

(Last)

(First)

(Middle)

C/O L BRANDS, INC.

THREE LIMITED PARKWAY

(Street)

COLUMBUS,

43216

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

WEXNER ABIGAIL S

(Last)

(First)

(Middle)

C/O L BRANDS, INC.

THREE LIMITED PARKWAY

(Street)

COLUMBUS

43216

(City)

(State)

(Zip)

Explanation of Responses:

1. Gift of shares by The Linden West Trust to its beneficiaries, the children of Leslie H. Wexner ("Mr. Wexner") and Abigail S. Wexner ("Mrs. Wexner") on 10/2/2020, who then gifted the shares to four separate trusts on 10/7/2020.

2. Not applicable.

3. Owned by Mr. Wexner directly. Owned by Abigail S. Wexner ("Mrs. Wexner") indirectly, through Mr. Wexner.

4. 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.

5. 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.

6. Owned by Mrs. Wexner indirectly. Owned by Mr. Wexner indirectly, through Mrs. Wexner.

7. Gift of shares by Mrs. Wexner to Linden East II trust.

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

9. Gift of shares by Mr. Wexner to Linden West II trust.

10. Partial vesting and settlement of restricted share units granted to Mr. Wexner on 1/29/2020 ("RSUs"), and forfeiture of 13,856 RSUs.

11. The RSUs confer no voting rights, may not be sold, and automatically settle for an equivalent number of shares of common stock of the Issuer on the vesting date.

Remarks:

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

	/s/ Leslie H. Wexner	11/17/2020
	** 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 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

Name and Address of Reporting Person:	Leslie H. Wexner
	c/o L Brands, Inc.
	Three Limited Parkway
	Columbus, OH 43216

Issuer Name and Ticker or Trading Symbol:	L Brands, Inc. (LB)

Date of Earliest Transaction Required to be Reported (Month/Day/Year):	10/2/2020

Title of Security	Amount of Securities Beneficially Owned Following Reported Transaction(s)	Ownership Form: Direct (D) or Indirect (I)	Nature of Indirect Beneficial Ownership

Common Stock	15,365,014	D/I (2)	(2)

Common Stock	10,814,206	D/I (1)	(1)

Common Stock	127,567	I (4)	The Linden East Trust

Common Stock	6,111,181	I (3)	The Linden West Trust

Common Stock	4,892,608	I (3)	Wexner Personal Holdings Corporation

Common Stock	191,515	I (4)	The Beech Trust

Common Stock	352,941	I (4)	Linden East II trust

Common Stock	352,941	I (4)	Linden West II trust

Common Stock	343,166	I (4)	Pine Trust

Common Stock	343,166	I (4)	Willow Trust

Common Stock	343,166	I (4)	Cedar Trust

Common Stock	343,166	I (4)	Rose Trust

Common Stock	1,951,193 (5)	I (3)	Held in L Brands, Inc. Savings and Retirement Plan for Leslie H. Wexner’s account

See Notes on next page.

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Name and Address of Reporting Person:	Leslie H. Wexner
	c/o L Brands, Inc.
	Three Limited Parkway
	Columbus, OH 43216

Issuer Name and Ticker or Trading Symbol:	L Brands, Inc. (LB)

Date of Earliest Transaction Required to be Reported (Month/Day/Year):	10/2/2020

Notes:

(1)	Owned by Abigail S. Wexner (“Mrs. Wexner”) directly. Owned by Leslie H. Wexner (“Mr. Wexner”) indirectly, through Mrs. Wexner.

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

(3)	Owned by Mr. Wexner indirectly. Owned by Mrs. Wexner indirectly, through Mr. Wexner.

(4)	Owned by Mrs. Wexner indirectly. Owned by Mr. Wexner indirectly, through Mrs. Wexner.

(5)	Based on account balance as of October 31, 2020. The Savings and Retirement Plan is a “qualified plan” within the meaning of Rule 16b-3.

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

Name of Joint Filer:	Abigail S. Wexner

Address of Joint Filer:	c/o L Brands, Inc.
	Three Limited Parkway
	Columbus, OH 43216

Relationship of Joint Filer to Issuer:	Director

Issuer Name and Ticker or Trading Symbol:	L Brands, Inc. (LB)

Date of Earliest Transaction Required to be Reported (Month/Day/Year):	10/2/2020

Designated Filer:	Leslie H. Wexner

Signature:

/s/ Abigail S. Wexner
Abigail S. Wexner


November 17, 2020
Date

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