Bersani James L. Form 3 L Brands / James L. Bersani ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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^*

Bersani James L.

(Last) (First) (Middle)

THREE LIMITED PARKWAY

(Street)

COLUMBUS OH 43230

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/17/2018

3. Issuer Name and Ticker or Trading Symbol
L Brands, Inc. [ LB ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP & President - Real Estate

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, $0.50 par value	215,169	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Deferred Share Unit	(1)	(1)	Common Stock, $0.50 par value	4,316	(2)	D
Stock Option - Right to Buy	03/31/2015	03/31/2021	Common Stock, $0.50 par value	28,373	26.4271	D
Stock Option - Right to Buy	(3)	03/21/2028	Common Stock, $0.50 par value	14,650	39.42	D
Stock Option - Right to Buy	03/30/2016	03/30/2022	Common Stock, $0.50 par value	11,279	41.5439	D
Stock Option - Right to Buy	03/29/2017	03/29/2023	Common Stock, $0.50 par value	11,638	41.8789	D
Stock Option - Right to Buy	(3)	03/31/2027	Common Stock, $0.50 par value	11,943	47.1	D
Stock Option - Right to Buy	(3)	03/31/2024	Common Stock, $0.50 par value	9,260	54.2142	D
Stock Option - Right to Buy	(3)	03/31/2026	Common Stock, $0.50 par value	8,541	87.81	D
Stock Option - Right to Buy	(3)	04/02/2025	Common Stock, $0.50 par value	5,757	91.1673	D

Explanation of Responses:

1. The deferred share units are fully vested and will be delivered to the reporting person upon termination of employment with L Brands, Inc.

2. Each deferred share unit represents a contingent right to receive one share of Limited Brands, Inc. common stock.

3. Option vests 20% on each of the second and third anniversaries of the date of grant and 30% on each of the fourth and fifth anniversaries of the date of grant.

Remarks:

EXHIBIT INDEX Exhibit 24 - Power of Attorney

	Robert J. Tannous, Attorney-in-Fact	05/18/2018
	** 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 5 (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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