Nash Sarah E Form 4 Bath & Body Works / Sarah E Nash ownership change

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

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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^*

Nash Sarah E

(Last) (First) (Middle)

THREE LIMITED PARKWAY

(Street)

COLUMBUS OH 43230

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Bath & Body Works, Inc. [ BBWI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/20/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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, $0.50 par value	08/20/2021		M		2,283	A	$0.0000	34,494	D
Common Stock, $0.50 par value	09/22/2021		S(1)		14,400	D	$66.2588	20,094	D

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 Unit	(2)	08/20/2021		M			2,283	(3)	08/20/2023	Common Stock, $0.50 par value	2,283	$0.0000	5,326	D

Explanation of Responses:

1. In connection with the Issuer's previously announced termination of the Issuer's Supplemental Retirement Plan ("SRP"), the outstanding deferred stock units ("DSUs") held by the Reporting Person under the Issuer's Stock Award and Deferred Compensation Plan for Non-Associate Directors were required to be terminated and settled in shares of common stock pursuant to the requirements of the Internal Revenue Code of 1986, as amended (the "Mandatory DSU Settlement"). Reflects the sale of shares of common stock underlying the DSUs in order to satisfy the Reporting Person's tax liabilities incurred as a result of the Mandatory DSU Settlement and other board compensation in 2021.

2. This award converts to common stock on a 1-for-1 basis.

3. Stock units vest 30% on the first and second anniversaries of the date of grant and 40% on the third anniversary of the date of grant.

	Robert J. Tannous, Attorney-in-Fact	09/24/2021
	** 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).
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