SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

 

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SCHEDULE 13D

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

 TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

 

(Amendment No. 40)

 

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L BRANDS, INC.

 

(Name of Issuer)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rules 13d-1(e), 13d-1(f) or 13d-1(g), check the following box   ☐.

 

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CUSIP No. 532716-10-7

13D

Page  2

 

SEE INSTRUCTIONS BEFORE FILLING OUT!

This Amendment No. 40 (“Amendment No. 40”) amends the Schedule 13D dated June 25, 1985, as amended in certain respects by Amendments No. 1 through 39 thereto, and is filed by Leslie H. Wexner and Abigail S. Wexner (collectively, the “Reporting Persons”), with respect to the Common Stock, $0.50 par value per share (the “Common Stock”), of L Brands, Inc. (the “Company” or the “Issuer”).

 

 

Item 2 is supplemented as follows:

 

The information set forth in Item 4 of this Amendment No. 40 is incorporated herein by reference.

 

 

Item 4 is supplemented as follows:

 

As previously announced on March 18, 2021 by the Company, the Reporting Persons will not stand for re-election to the board of directors of the Company at its Annual Meeting of Stockholders of the Company to be held in May 2021.

 

On March 17, 2021, the Reporting Persons entered into a Registration Rights Agreement with the Company (the “Registration Rights Agreement”).  The agreement provides each of Mr. Wexner and Mrs. Wexner and certain of their affiliated and related entities (collectively, the “Holders”) with certain customary registration rights with respect to their respective shares of Common Stock, including six demand registrations and unlimited piggyback registrations, subject to certain customary limitations.  The registration rights will terminate when the Holders collectively beneficially own less than five percent of the then-outstanding Common Stock.  A copy of the agreement is included as Exhibit 2 to this Amendment No. 40 and incorporated herein by reference.  The foregoing description of the agreement is not, and does not purport to be, complete and is qualified in its entirety by reference to the copy filed as Exhibit 2 and incorporated herein by reference.

 

The Reporting Persons generally intend to dispose of some or all of the shares of Common Stock beneficially owned by them in the open market, through public offerings (in accordance with the Registration Rights Agreement), by gifts, in privately negotiated transactions, through derivative transactions, or otherwise, subject to market conditions and legal and regulatory requirements.  The Reporting Persons make no commitment in terms of completing any dispositions or the timing of any such dispositions, which will depend on market conditions including the price of shares of Common Stock, estate planning and charitable funding considerations, and on such other factors considered relevant to the Reporting Persons.  Each of the Reporting Persons reserves the right to change its plans at any time, as it deems appropriate.  Mr. Wexner expects to acquire shares of Common Stock through the exercise or settlement of equity awards previously granted to him under the Company’s incentive plans.  Without limiting the foregoing, each of the Reporting Persons reserves the right to at any time or from time to time to (i) purchase or otherwise acquire shares of Common Stock, or other securities of the Company, or instruments convertible into or exercisable for any such securities (collectively, “Company Securities”), in the open market, in privately negotiated transactions, or otherwise, (ii) sell, transfer, gift or otherwise dispose of Company Securities in public or private transactions, (iii) acquire or write options contracts, or enter into derivatives or hedging transactions, relating to Company Securities and/or (iv) enter into agreements with a broker intended to comply with the requirements of Rule 10b5-1(c)(1)(i) under the Securities Exchange Act of 1934, as amended.

 

 

(a)       The responses of the Reporting Persons to Rows (11) through (13) of the cover pages of this Amendment No. 40 are incorporated herein by reference, as of March 18, 2021.  As of March 18, 2021, the Reporting Persons beneficially owned an aggregate of 44,293,414 shares of Common Stock, representing approximately 15.9% of the outstanding shares, as determined in accordance with Rule 13d-3 (based on 278,108,563 shares of Common Stock outstanding as of November 27, 2020, as reported in the Company’s Quarterly Report on Form 10-Q filed with the SEC on December 4, 2020).  Additional details are set forth below.

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(b)          The responses of the Reporting Persons to (i) Rows (7) through (10) of the cover pages of this Amendment No. 40 and (ii) Item 5(a) hereof are incorporated herein by reference, as of the March 18, 2021.

 

(c)          During the past 60 days the Reporting Persons effected no transactions in the Common Stock.

 

(d), (e):  Not Applicable

 

 

Item 6 is supplemented as follows:

 

The information set forth in Item 4 of this Amendment No. 40 relating to the Registration Rights Agreement is incorporated herein by reference.

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated:  March 18, 2021

 

 

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