Statement of Changes in Beneficial Ownership (4)
April 10 2017 - 5:02PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
*
Wexner Leslie H.
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2. Issuer Name
and
Ticker or Trading Symbol
L Brands, Inc.
[
LB
]
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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
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(Last)
(First)
(Middle)
C/O L BRANDS, INC., THREE LIMITED PARKWAY
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3. Date of Earliest Transaction
(MM/DD/YYYY)
4/6/2017
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(Street)
COLUMBUS, OH 43216
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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4/6/2017
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M
(1)
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238951
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A
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$12.0776
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16698975
(2)
(3)
(4)
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D
(2)
(3)
(4)
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Common Stock
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4/6/2017
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M
(1)
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384567
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A
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$6.1448
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17083542
(2)
(3)
(4)
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D
(2)
(3)
(4)
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Common Stock
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4/6/2017
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M
(1)
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127639
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A
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$18.088
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17211181
(2)
(3)
(4)
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D
(2)
(3)
(4)
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Common Stock
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4/6/2017
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M
(1)
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305224
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A
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$23.6382
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17516405
(2)
(3)
(4)
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D
(2)
(3)
(4)
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Common Stock
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4/6/2017
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M
(1)
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87361
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A
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$26.4271
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17603766
(2)
(3)
(4)
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D
(2)
(3)
(4)
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Common Stock
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4/6/2017
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M
(1)
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202039
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A
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$35.7103
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17805805
(2)
(3)
(4)
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D
(2)
(3)
(4)
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Common Stock
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4/6/2017
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M
(1)
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55572
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A
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$41.5439
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17861377
(2)
(3)
(4)
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D
(2)
(3)
(4)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock option (right to buy)
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$12.0776
(5)
(6)
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4/6/2017
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M
(1)
(6)
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238951
(5)
(6)
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(6)
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3/31/2018
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Common Stock
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238951
(5)
(6)
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(13)
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0
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D
(2)
(3)
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Stock option (right to buy)
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$6.1448
(5)
(6)
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4/6/2017
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M
(1)
(7)
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384567
(5)
(7)
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(7)
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3/31/2019
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Common Stock
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384567
(5)
(7)
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(13)
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0
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D
(2)
(3)
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Stock option (right to buy)
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$18.088
(5)
(6)
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4/6/2017
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M
(1)
(8)
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127639
(5)
(8)
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(8)
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3/31/2020
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Common Stock
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127639
(5)
(8)
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(13)
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0
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D
(2)
(3)
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Stock option (right to buy)
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$23.6382
(5)
(6)
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4/6/2017
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M
(1)
(9)
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305224
(5)
(9)
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(9)
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1/27/2021
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Common Stock
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305224
(5)
(9)
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(13)
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0
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D
(2)
(3)
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Stock option (right to buy)
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$26.4271
(5)
(6)
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4/6/2017
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M
(1)
(10)
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87631
(5)
(10)
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(10)
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3/31/2021
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Common Stock
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87631
(5)
(10)
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(13)
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0
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D
(2)
(3)
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Stock option (right to buy)
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$35.7103
(5)
(6)
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4/6/2017
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M
(1)
(11)
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202039
(5)
(11)
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(11)
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1/26/2022
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Common Stock
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202039
(5)
(11)
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(13)
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0
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D
(2)
(3)
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Stock option (right to buy)
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$41.5439
(5)
(6)
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4/6/2017
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M
(1)
(12)
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55572
(5)
(12)
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(12)
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3/30/2022
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Common Stock
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55572
(5)
(12)
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(13)
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0
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D
(2)
(3)
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Explanation of Responses:
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(1)
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Stock option exercised by Leslie H. Wexner ("Mr. Wexner").
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(2)
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Owned by Mr. Wexner directly. Owned by Abigail S. Wexner ("Mrs. Wexner") indirectly, through Mr. Wexner.
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(3)
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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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(4)
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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.
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(5)
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Reflects adjustments from antidilution etc. pursuant to the Issuer's stock plan.
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(6)
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The Issuer originally granted 168,772 stock options to Mr. Wexner with an exercise price of $17.10 per share pursuant to the Issuer's stock plan. The options vested in original installments as follows: 3/31/09 - 42,193 shares; 3/31/10 - 42,193 shares; 3/31/11 - 42,193 shares; and 3/31/12 - 42,193 shares.
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(7)
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The Issuer originally granted 271,620 stock options to Mr. Wexner with an exercise price of $8.70 per share pursuant to the Issuer's stock plan. The options vested in original installments as follows: 3/31/10 - 90,540 shares; 3/31/11 - 90,540 shares; and 3/31/12 - 90,540 shares.
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(8)
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The Issuer originally granted 93,777 stock options to Mr. Wexner with an exercise price of $24.62 per share pursuant to the Issuer's stock plan. The options vested in original installments as follows: 3/31/11 - 31,259 shares; 3/31/12 - 31,259 shares; and 3/31/13 - 31,259 shares.
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(9)
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The Issuer originally granted 245,325 stock options to Mr. Wexner with an exercise price of $29.41 per share pursuant to the Issuer's stock plan. The options vested in original installments as follows: 1/27/13 - 49,065 shares; 1/27/14 - 49,065 shares; 1/27/15 - 73,598 shares; and 1/27/16 - 73,597 shares.
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(10)
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The Issuer originally granted 72,178 stock options to Mr. Wexner with an exercise price of $31.9875 per share pursuant to the Issuer's stock plan. The options vested in original installments as follows: 3/31/12 - 24,059 shares; 3/31/13 - 24,059 shares; and 3/31/14 - 24,060 shares.
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(11)
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The Issuer originally granted 174,867 stock options to Mr. Wexner with an exercise price of $41.26 per share pursuant to the Issuer's stock plan. The options vested in original installments as follows: 1/26/14 - 34,974 shares; 1/26/15 - 34,973 shares; 1/26/16 - 52,460; and 1/26/17 - 52,460 shares.
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(12)
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The Issuer originally granted 48,100 stock options to Mr. Wexner with an exercise price of $48 per share pursuant to the Issuer's stock plan. The options vested in original installments as follows: 3/30/14 - 9,620 shares; 3/30/15 - 9,620 shares; 3/30/16 - 14,430; and 3/30/17 - 14,430 shares.
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(13)
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Not applicable.
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Remarks:
Exhibit 99.1: Additional Responses and Joint Filer Information, incorporated herein by reference.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Wexner Leslie H.
C/O L BRANDS, INC.
THREE LIMITED PARKWAY
COLUMBUS, OH 43216
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X
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X
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Chairman and CEO
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WEXNER ABIGAIL S
C/O L BRANDS, INC.
THREE LIMITED PARKWAY
COLUMBUS, OH 43216
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X
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Signatures
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/s/ Leslie H. Wexner
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4/10/2017
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**
Signature of Reporting Person
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Date
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/s/ Abigail S. Wexner
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4/10/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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