Wexner Leslie H. Form 4 L Brands / ABIGAIL S WEXNER 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^*

Wexner Leslie H.

(Last) (First) (Middle)

C/O L BRANDS, INC

THREE LIMITED PARKWAY

(Street)

COLUMBUS OH 43216

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/27/2016

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

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

	Form filed by One Reporting Person
X	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	12/22/2015		G	V	450,000	D	(1)	15,865,006(2)(3)(4)	D(2)(3)(4)
Common Stock	01/27/2016		M(5)(6)		89,365	A	(1)	15,954,371(2)(3)(4)	D(2)(3)(4)

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
Restricted Stock Units(5)	(5)	01/27/2016		M(5)(6)			89,365(7)	(8)	(8)	Common Stock	89,365(7)	(1)	0(2)(4)(7)	D(2)(4)
Stock option (right to buy)	$93.97	01/27/2016		A(9)		127,700		(10)	01/27/2026	Common Stock	127,700	(1)	127,700(2)(4)	D(2)(4)

1. Name and Address of Reporting Person^*

Wexner Leslie H.

(Last) (First) (Middle)

C/O L BRANDS, INC

THREE LIMITED PARKWAY

(Street)

COLUMBUS OH 43216

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

WEXNER ABIGAIL S

(Last) (First) (Middle)

LIMITED BRANDS INC

THREE LIMITED PARKWAY

(Street)

COLUMBUS OH 43216

(City) (State) (Zip)

Explanation of Responses:

1. Not applicable.

2. Owned by Leslie H. Wexner ("Mr. Wexner") directly. Owned by Abigail S. Wexner ("Mrs. Wexner") indirectly, through Mr. Wexner.

3. 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.

4. 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.

5. The performance condition of a performance-based restricted share unit ("RSU") award previously granted to Mr. Wexner by the Issuer was satisfied on February 24, 2012, and then the RSUs vest generally based on his continued employment. The RSUs confer no voting rights and may not be sold until they automatically settle for an equivalent number of shares of common stock of the Issuer on the vesting date or dates.

6. A portion of the RSUs vested on January 27, 2016.

7. Reflects adjustments from antidilution etc. pursuant to the Issuer's stock plan.

8. Vests in installments as follows, reflecting adjustments from antidilution etc. pursuant to the Issuer's incentive plan: 1/27/2013 - 57,241 shares; 1/27/2014 - 57,241 shares; 1/27/2015 - 87,443 shares; and 1/27/2016 - 89,365 shares, subject to earlier forfeiture or acceleration.

9. Stock option granted to Mr. Wexner.

10. The option vests in installments as follows: 1/27/2018 - 25,540 shares; 1/27/2019 - 25,540 shares; 1/27/2020 - 38,310 shares; and 1/27/2021 - 38,310 shares, subject to earlier forfeiture or acceleration.

Remarks:

	/s/ Leslie H. Wexner	01/29/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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