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 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)
11/21/2003
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 11/21/2003 S(5) 2,846,725 D $17.75 3,500,000(4) I(1) FN(1)
Common Stock 11/21/2003 S(5) 260,667 D $17.75 9,389,577(4) D(2)
Common Stock 11/21/2003 M 107,392(3) A $7.915(3) 14,447,113(6) D(2)
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) $7.915(3) 11/21/2003 M 107,392(3) (3) 02/14/2004 Common Stock 107,392(3) (7) 0 D(2)
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)
C/O LIMITED BRANDS, INC.
THREE LIMITED PARKWAY

(Street)
COLUMBUS OH 43126

(City) (State) (Zip)
Explanation of Responses:
1. Owned by Leslie H. Wexner ("Mr. Wexner") indirectly through The Wexner Children's Trust II. Owned by Abigail S. Wexner ("Mrs. Wexner") indirectly, through Mr. Wexner. See Exhibit 99.1 for a table of all shares beneficially owned directly or indirectly by Mr. Wexner and Mrs. Wexner.
2. Owned by Mr. Wexner directly. Owned by Mrs. Wexner indirectly, through Mr. Wexner. See Exhibit 99.1 for a table of all shares beneficially owned directly or indirectly by Mr. Wexner and Mrs. Wexner.
3. Reflects anti-dilution adjustments for spin-offs and a stock split since originally granted. Option vested: 2/14/95 - 26,848 shares; 2/14/96 - 26,848 shares; 2/14/97 - 26,848 shares; and 2/14/98 - 26,848 shares.
4. See Note 6 on Exhibit 99.1
5. See Note 7 on Exhibit 99.1
6. See Note 8 on Exhibit 99.1
7. Not applicable
Leslie H. Wexner 11/25/2003
** 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 Limited Brands, Inc.
                                                  Three Limited Parkway
                                                  Columbus, OH  43216

Issuer Name and Ticker or Trading Symbol:         Limited Brands, Inc. (LTD)

Date of Earliest Transaction Required
to be Reported (Month/Day/Year):                  11/21/2003


Amount of Securities Beneficially Owned Ownership Following Form: Reported Direct (D) or Nature of Indirect Title of Security Transaction(s) Indirect (I) Beneficial Ownership ----------------- -------------- ------------ -------------------- Common Stock 15,000,000 I (3) H.R.E.I. Trust Common Stock 14,447,113 (6)(8) D/I (2) (2) Common Stock 7,607,899 D/I (1) (1) Common Stock 7,049,856 (8) I (3) The Abigail Trust Common Stock 4,892,608 (6) I (3) Wexner Personal Holdings Corporation Common Stock 3,500,000 (6) I (3) The Wexner Children's Trust II Common Stock 2,498,670 I (4) The Birthday Trust Common Stock 1,170,798 (5) I (3) Held in The Limited, Inc. Savings and Retirement Plan for Leslie H. Wexner's account Common Stock 400,000 I (4) Abigail S. Koppel Grantor Trust See Notes on next page.
Page 3 of 5 Name and Address of Reporting Person: Leslie H. Wexner c/o Limited Brands, Inc. Three Limited Parkway Columbus, OH 43216 Issuer Name and Ticker or Trading Symbol: Limited Brands, Inc. (LTD) Date of Earliest Transaction Required to be Reported (Month/Day/Year): 11/21/2003 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, 2003. The Savings and Retirement Plan is a "qualified plan" within the meaning of Rule 16b-3. (6) Reflects the transfers on November 21, 2003, of 3,107,392 shares from Wexner Personal Holdings Corporation to Mr. Wexner and of 2,846,725 shares from Mr. Wexner to The Wexner Children's Trust II (in transactions exempt under Rule 16a-13). (7) Shares contributed to a limited partnership, and the limited partnership sold the shares. (8) Reflects the transfer on November 25, 2003, of 4,950,144 shares from The Abigail Trust to Mr. Wexner (in transactions exempt under Rule 16a-13) Mr. Wexner and Mrs. Wexner disclaim beneficial ownership of all indirectly owned securities reported on this Form in excess of their respective pecuniary interest therein. Page 4 of 5 Joint Filer Information ----------------------- Name of Joint Filer: Abigail S. Wexner Address of Joint Filer: c/o Limited Brands, Inc. Three Limited Parkway Columbus, OH 43216 Relationship of Joint Filer to Issuer: Director Issuer Name and Ticker or Trading Symbol: Limited Brands, Inc. (LTD) Date of Earliest Transaction Required to be Reported (Month/Day/Year): 11/21/2003 Designated Filer: Leslie H. Wexner SIGNATURE: Abigail S. Wexner - ---------------------------- Abigail S. Wexner November 25, 2003 - ----------------- Date Page 5 of 5