View:
Download DOC
Download PDF
Download XLS
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 		 
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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)
02/05/2007
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 02/05/2007 A(1) 754 A $23.21 8,629,156(2)(3) D(2)(3)
Common Stock 02/06/2007 M 1,000,000 A $9.7789 8,453,470(3)(4) D(3)(4)
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) $9.7789(5) 02/06/2007 M 1,000,000(5) (6) 07/01/2007 Common Stock 1,000,000(5) (7) 1,872,085(5) D(4)
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 43216
(City) (State) (Zip)
Explanation of Responses:
1. Non-employee director fees paid in stock to Abigail S. Wexner ("Mrs. Wexner").
2. Owned by Mrs. Wexner directly. Owned by Leslie H. Wexner ("Mr. Wexner") indirectly, through Mrs. Wexner. Mr. Wexner disclaims beneficial ownership of all such indirectly owned securities in excess of his pecuniary interest therein.
3. 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.
4. Owned by Mr. Wexner directly. Owned by Mrs. Wexner indirectly, through Mr. Wexner. Mrs. Wexner disclaims beneficial ownership of all such indirectly owned securities in excess of her pecuniary interest therein.
5. Reflects adjustments from antidilution etc. pursuant to the Issuer's stock plan.
6. Vested as follows: 7/1/98 - 362,207 shares; 7/1/99 - 362,207 shares; 7/1/00 - 362,209 shares; 7/1/01 - 543,313 shares; 7/1/02 - 724,419 shares; 7/1/03 - 1,267,730 shares; in each case, reflecting adjustments from antidilution etc. pursuant to the Issuer's stock plan.
7. Not applicable.
Remarks:
Exhibit 99.1 - Additional responses and Joint Filer Information
Leslie H. Wexner 02/07/2007
** 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):                     2/5/2007







                         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)        The Family Trust

Common Stock             8,629,156          D/I(1)       (1)

Common Stock             8,453,470(6)       D/I(2)       (2)

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

Common Stock             4,571,601          I(3)         R.H.R.E.I. Trust

Common Stock             3,300,568          I(3)         Trust 600

Common Stock             1,500,000(6)       I(3)         The Concierge Trust

Common Stock             1,328,889(5)       I(3)         Held in Limited Brands, Inc.
                                                         Savings and Retirement Plan for
                                                         Leslie H. Wexner's account





See Notes on next page.







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):                     2/5/2007


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 January 31, 2007. The Savings and
      Retirement Plan is a "qualified plan" within the meaning of Rule 16b-3.

(6)   Reflects the transfer on December 26, 2006, of 1,500,000 shares from Mr.
      Wexner to The Concierge Trust (in a transaction 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
interests therein.








                             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):                     2/5/2007

Designated Filer:                                    Leslie H. Wexner

SIGNATURE:



  Abigail S. Wexner
- -------------------------------
Abigail S. Wexner


February 7, 2007
- ----------------
Date