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)
01/25/2017

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

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 option (right to buy)	$61.85	01/25/2017		A(1)		94,584		(2)	01/25/2027	Common Stock	94,584	(3)	94,584	D(4)(5)

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)

C/O L BRANDS, INC.

THREE LIMITED PARKWAY

(Street)

COLUMBUS OH 43216

(City) (State) (Zip)

Explanation of Responses:

1. Stock option granted to Leslie H. Wexner ("Mr. Wexner").

2. The option vests in installments as follows: 1/25/2019 - 18,917 shares; 1/25/2020 -18,917 shares; 1/25/2021 - 28,375 shares; and 1/25/2022 - 28,375 shares, subject to earlier forfeiture or acceleration.

3. Not applicable.

4. Owned by Mr. Wexner directly. Owned by Abigail S. Wexner ("Mrs. Wexner") indirectly, through Mr. Wexner.

5. 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.

Remarks:

Exhibit 99.1: Joint Filer Information, incorporated herein by reference.

	/s/ Leslie H. Wexner	01/27/2017
	/s/ Abigail S. Wexner	01/27/2017
	** 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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