Check the appropriate box to designate the
rule pursuant to which this Schedule is filed:
*The remainder of this cover page shall be
filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of
this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
|
|
|
|
|
1
|
NAME OF REPORTING PERSONS
Melvin Capital Management LP
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, USA
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
20,913,640*
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
20,913,640*
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,913,640*
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.5%
|
12
|
TYPE OF REPORTING PERSON
IA
|
*See Item 4 for additional information.
|
|
|
|
|
1
|
NAME OF REPORTING PERSONS
Melvin Capital Master Fund Ltd
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
12,707,400*
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
12,707,400*
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,707,400*
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.6%
|
12
|
TYPE OF REPORTING PERSON
CO
|
*See Item 4 for additional information. This
represents an exit filing for Melvin Capital Master Fund Ltd.
Item 1.
|
|
(a) Name of Issuer
|
L Brands, Inc.
(the “Issuer”)
Item 1.
|
|
(b) Address of Issuer’s Principal Executive Offices
|
Three Limited
Parkway, Columbus, OH 43230
Item 2.
|
|
(a, b, c) Names of Person Filing, Address of Principal Business Office, Citizenship:
|
This report on Schedule 13G is being
filed by Melvin Capital Management LP, a Delaware limited partnership (the “Firm”) and Melvin Capital Master Fund Ltd,
a Cayman Islands exempted company (“Melvin Master”). The address for the Firm and Melvin Master is: 535 Madison Avenue,
22nd Floor, New York, NY 10022.
Item 2.
|
|
(d) Title of Class of Securities
|
Common stock, $0.50 par value per
share (the “Common Stock”)
501797104
Item
3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person filing is
a:
(a)
☐ Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
☐ Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
☐ Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
☐ Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
☐ An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
(f)
☐ An
employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
(g)
☐ A
parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
(h)
☐ A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
☐ A
church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act
of 1940 (15 U.S.C. 80a-3);
(j)
☐ A
non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
(k)
☐ A
group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J),
please specify the type of institution: _______________
Item
4. Ownership
Information with respect to the
Firm’s ownership of securities of the issuer is incorporated by reference to items (5) - (9) and (11) of the respective cover
page of the Firm.
As reported in the cover pages to
this report, the ownership information with respect to the Firm is as follows:
(a) Amount Beneficially Owned: 20,913,640*
(b) Percent of Class: 7.5%*
(c) Number of Shares as to which
such person has:
(i) Sole power
to vote or to direct the vote: 0
(ii) Shared power
to vote or to direct the vote: 20,913,640*
(iii) Sole power
to dispose or to direct the disposition of: 0
(iv) Shared power
to dispose or to direct the disposition of: 20,913,640*
As reported in the cover pages to
this report, the ownership information with respect to Melvin Master is as follows:
(a) Amount Beneficially Owned: 12,707,400*
(b) Percent of Class: 4.6%*
(c) Number of Shares as to which
such person has:
(i) Sole power
to vote or to direct the vote: 0
(ii) Shared power
to vote or to direct the vote: 12,707,400*
(iii) Sole power
to dispose or to direct the disposition of: 0
(iv) Shared power
to dispose or to direct the disposition of: 12,707,400*
*The Firm is the investment manager
to Melvin Master, Melvin Capital Onshore LP, a Delaware limited partnership (“Melvin Onshore”), Melvin Capital II LTD,
a Cayman Islands exempt entity (“Melvin II”) and one or more managed accounts (the “Managed Accounts” and
together with Melvin Master and Melvin Onshore, the “Melvin Funds and Accounts”). As of December 31, 2020, the Firm
may be deemed to beneficially own an aggregate of 20,913,640 shares of Common Stock of the Issuer consisting of (i) 11,954,700
shares of Common Stock and call options to purchase up to 752,700 shares of Common Stock held by Melvin Master, (ii) 1,568,252
shares of Common Stock and call options to purchase up to 99,500 shares of Common Stock held by Melvin Onshore, (iii) 3,173,707
shares of Common Stock and call options to purchase up to 213,700 shares of Common Stock held by Melvin II and (iv) 2,966,981 shares
of Common Stock and call options to purchase up to 184,100 shares of Common Stock held by the Managed Accounts. The Firm, as the
investment manager to the Melvin Funds and Accounts, may be deemed to beneficially own these securities. Gabriel Plotkin is the
managing member of the general partner of the Firm and exercises investment discretion with respect to these securities. Ownership
percentages are based on 278,108,563 shares of Common Stock issued and outstanding, as reported in the Issuer’s Quarterly
Report on Form 10-Q filed with the Securities and Exchange Commission on December 4, 2020.
Item
5. Ownership of Five Percent or Less of a Class
If this statement is being filed
to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent
of the class of securities, check the following [ ].
Item
6. Ownership of More Than Five Percent on Behalf of Another Person
Not Applicable.
Item
7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company
or Control Person
Not Applicable.
Item
8. Identification and Classification of Members of the Group
Not
Applicable.
Item
9. Notice of Dissolution of Group
Not
Applicable.
Item
10. Certification
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
CUSIP No. 501797104
|
SCHEDULE 13G
|
|
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated:
February 16, 2021
Melvin
Capital Management LP
By:
/s/ Robert R. Rasamny
Robert
R. Rasamny, Head of Legal
Melvin
Capital Master Fund Ltd
By:
/s/ Robert R. Rasamny
Robert
R. Rasamny, Head of Legal
Exhibit
Index
1. Joint
Filing Agreement dated as of April 6, 2020, by and between Melvin Capital Management LP and Melvin Capital Master Fund Ltd (incorporated
by reference to Exhibit 1 to the Schedule 13G/A filed with the Securities and Exchange Commission on April 6, 2020).