Statement of Changes in Beneficial Ownership (4)
November 17 2020 - 5:00PM
Edgar (US Regulatory)
FORM 4
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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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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
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Wexner Leslie H. |
2. Issuer Name and Ticker or Trading Symbol
L Brands, Inc.
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LB
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O L BRANDS, INC., THREE LIMITED PARKWAY |
3. Date of Earliest Transaction
(MM/DD/YYYY)
10/2/2020 |
(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
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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 | 10/2/2020 | | G(1) |
V
| 1372664 | D | (2) | 6111181 (3)(4)(5) | I (3)(4)(5) | The Linden West Trust |
Common Stock | 10/7/2020 | | G(1) |
V
| 343166 | A | (2) | 343166 (4)(5)(6) | I (4)(5)(6) | Pine Trust |
Common Stock | 10/7/2020 | | G(1) |
V
| 343166 | A | (2) | 343166 (4)(5)(6) | I (4)(5)(6) | Willow Trust |
Common Stock | 10/7/2020 | | G(1) |
V
| 343166 | A | (2) | 343166 (4)(5)(6) | I (4)(5)(6) | Cedar Trust |
Common Stock | 10/7/2020 | | G(1) |
V
| 343166 | A | (2) | 343166 (4)(5)(6) | I (4)(5)(6) | Rose Trust |
Common Stock | 10/7/2020 | | G(7) |
V
| 352941 | D | (2) | 10814206 (4)(5)(8) | D (4)(5)(8) | |
Common Stock | 10/7/2020 | | G(7) |
V
| 352941 | A | (2) | 352941 (4)(5)(6) | I (4)(5)(6) | Linden East II trust |
Common Stock | 10/7/2020 | | G(9) |
V
| 352941 | D | (2) | 15363754 (3)(4)(5) | D (3)(4)(5) | |
Common Stock | 10/7/2020 | | G(9) |
V
| 352941 | A | (2) | 352941 (4)(5)(6) | I (4)(5)(6) | Linden West II trust |
Common Stock | 11/15/2020 | | M(10) | | 1260 | A | (2) | 15365014 (3)(4)(5) | D | |
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) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 Share Units (11) | (11) | 11/15/2020 | | M (10) | | | 1260 | (10) | 1/19/2023 | Common Stock | 1260 | (2) | 0 | D (3)(5) | |
Explanation of Responses: |
(1) | Gift of shares by The Linden West Trust to its beneficiaries, the children of Leslie H. Wexner ("Mr. Wexner") and Abigail S. Wexner ("Mrs. Wexner") on 10/2/2020, who then gifted the shares to four separate trusts on 10/7/2020. |
(2) | Not applicable. |
(3) | Owned by Mr. Wexner directly. Owned by Abigail S. Wexner ("Mrs. Wexner") indirectly, through Mr. Wexner. |
(4) | 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. |
(5) | 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. |
(6) | Owned by Mrs. Wexner indirectly. Owned by Mr. Wexner indirectly, through Mrs. Wexner. |
(7) | Gift of shares by Mrs. Wexner to Linden East II trust. |
(8) | Owned by Mrs. Wexner directly. Owned by Mr. Wexner indirectly, through Mrs. Wexner. |
(9) | Gift of shares by Mr. Wexner to Linden West II trust. |
(10) | Partial vesting and settlement of restricted share units granted to Mr. Wexner on 1/29/2020 ("RSUs"), and forfeiture of 13,856 RSUs. |
(11) | The RSUs confer no voting rights, may not be sold, and automatically settle for an equivalent number of shares of common stock of the Issuer on the vesting date. |
Remarks: Exhibit 99.1 - Additional Responses and Joint Filer Information, incorporated herein by reference. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Wexner Leslie H. C/O L BRANDS, INC. THREE LIMITED PARKWAY COLUMBUS,, OH 43216 | X | X |
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WEXNER ABIGAIL S C/O L BRANDS, INC. THREE LIMITED PARKWAY COLUMBUS, OH 43216 | X |
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Signatures
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/s/ Leslie H. Wexner | | 11/17/2020 |
**Signature of Reporting Person | Date |
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