| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
LIMITED BRANDS INC [ LTD ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/31/2010 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 03/31/2010 | M(1)(2) | 83,508 | A | (3) | 20,486,338(4)(5) | D(4)(5) | |||
| Common Stock | 03/31/2010 | A(8) | 2,844 | A | $24.62 | 6,966,234(5)(9) | D(5)(9) | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Restricted Shares(1) | (1) | 03/31/2010 | M(1)(2) | 83,508 | 03/31/2010(2) | 03/31/2010(2) | Common Stock | 83,508 | (3) | 0 | D(4) | ||||
| Stook option (right to buy) | $24.62 | 03/31/2010 | A(6) | 93,777 | (7) | 03/31/2020 | Common Stock | 93,777 | (3) | 93,777 | D(4) | ||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. The performance condition of a performance-based restricted stock award ("Restricted Shares") previously granted to Leslie H. Wexner ("Mr. Wexner") was satisfied on August 25, 2008, and then the Restricted Shares vest generally based on his continued employment. The Restricted Shares confer no voting rights and may not be sold until they automatically settle for an equivalent number of shares of common stock of the Issuer on the vesting date. |
| 2. The Restricted Shares vested on March 31, 2010. |
| 3. Not applicable. |
| 4. Owned by Mr. Wexner directly. Owned by Abigail S. Wexner ("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. 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. |
| 6. Stock option granted to Mr. Wexner. |
| 7. The option vests in installments as follows: 3/31/2011 - 31,259 shares; 3/31/2012 - 31,259 shares; and 3/31/2013 - 31,259 shares, subject to earlier forfeiture or acceleration. |
| 8. Non-employee director fees paid in stock to Mrs. Wexner. |
| 9. Owned by Mrs. Wexner directly. Owned by Mr. Wexner indirectly, through Mrs. Wexner. Mr. Wexner disclaims beneficial ownership of all such indirectly owned securities in excess of his pecuniary interests therein. |
| Remarks: |
| Exhibit 99.1: Aditional Responses and Joint Filer Information, incorporated herein by reference. |
| /s/ Leslie H. Wexner | 04/02/2010 | |
| ** 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
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Name and Address of Reporting Person: |
Leslie H. Wexner |
c/o Limited Brands, Inc.
Three Limited Parkway
Columbus, OH 43216
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Issuer Name and Ticker or Trading Symbol: |
Limited Brands, Inc. (LTD) |
Date of Earliest Transaction Required
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to be Reported (Month/Day/Year): |
3/31/2010 |
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Title of Security |
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Amount of |
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Ownership |
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Nature of Indirect |
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Common Stock |
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20,486,338 |
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D/I (2) |
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(2) |
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Common Stock |
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6,966,234 |
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D/I (1) |
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(1) |
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Common Stock |
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9,464,446 |
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I (3) |
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The Linden Trust |
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Common Stock |
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5,000,000 |
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I (4) |
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Dogwood Trust |
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Common Stock |
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2,202,953 |
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I (3) |
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The Acorn Trust |
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Common Stock |
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5,000,000 |
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I (3) |
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Cyprus Trust |
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Common Stock |
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4,892,608 |
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I (3) |
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Wexner Personal Holdings Corporation |
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Common Stock |
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1,415,883 (5) |
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I (3) |
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Held in Limited Brands, Inc. Savings and Retirement Plan for Leslie H. Wexner’s account |
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See Notes on next page.
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Page 1 of 3 |
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Name and Address of Reporting Person: |
Leslie H. Wexner |
c/o Limited Brands, Inc.
Three Limited Parkway
Columbus, OH 43216
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Issuer Name and Ticker or Trading Symbol: |
Limited Brands, Inc. (LTD) |
Date of Earliest Transaction Required
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to be Reported (Month/Day/Year): |
3/31/2010 |
Notes:
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(1) |
Owned by Abigail S. Wexner (“Mrs. Wexner”) directly. Owned by Leslie H. Wexner (“Mr. Wexner”) indirectly, through Mrs. Wexner. |
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(2) |
Owned by Mr. Wexner directly. Owned by Mrs. Wexner indirectly, through Mr. Wexner. |
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(3) |
Owned by Mr. Wexner indirectly. Owned by Mrs. Wexner indirectly, through Mr. Wexner. |
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(4) |
Owned by Mrs. Wexner indirectly. Owned by Mr. Wexner indirectly, through Mrs. Wexner. |
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(5) |
Based on account balance as of March 31, 2010. 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.
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Page 2 of 3 |
Joint Filer Information
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Name of Joint Filer: |
Abigail S. Wexner |
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Address of Joint Filer: |
c/o Limited Brands, Inc. |
Three Limited Parkway
Columbus, OH 43216
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Relationship of Joint Filer to Issuer: |
Director |
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Issuer Name and Ticker or Trading Symbol: |
Limited Brands, Inc. (LTD) |
Date of Earliest Transaction Required
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to be Reported (Month/Day/Year): |
3/31/2010 |
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Designated Filer: |
Leslie H. Wexner |
Signature:
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/s/ Abigail S. Wexner |
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Abigail S. Wexner |
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April 2, 2010 |
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Date |
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Page 3 of 3 |