Andrew Meslow Form 3 L Brands / Andrew Meslow 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^*

Meslow Andrew

(Last) (First) (Middle)

THREE LIMITED PARKWAY

(Street)

COLUMBUS OH 43230

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/14/2020

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

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

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

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	247,944	D
Common Stock, $0.50 par value	3,455	I	By 401k
Common Stock, $0.50 par value	1,369	I	Employee Stock Purchase Plan

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
Stock Option - Right to Buy	(1)	03/29/2029	Common Stock, $0.50 par value	34,225	27.94	D
Stock Option - Right to Buy	(1)	03/21/2028	Common Stock, $0.50 par value	15,261	39.42	D
Stock Option - Right to Buy	03/29/2018	03/29/2023	Common Stock, $0.50 par value	6,707	41.8789	D
Stock Option - Right to Buy	(2)	03/31/2027	Common Stock, $0.50 par value	12,341	47.1	D
Stock Option - Right to Buy	03/31/2019	03/31/2024	Common Stock, $0.50 par value	7,117	54.2142	D
Stock Option - Right to Buy	(2)	03/31/2026	Common Stock, $0.50 par value	8,541	87.81	D
Stock Option - Right to Buy	04/02/2020	04/02/2025	Common Stock, $0.50 par value	5,757	91.1673	D

Explanation of Responses:

1. Option vests 1/3 per year beginning on the first anniversary of the date of grant.

2. 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	05/15/2020
	** 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).
Note: 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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