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. [ LTD ]
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)
04/11/2013
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 04/11/2013   G (1) V 1,500,000 D (2) 17,322,982 (3) (4) (5) D (3) (4) (5)  
Common Stock 04/11/2013   G (1) V 1,500,000 A (2) 1,978,115 (4) (5) (6) I (4) (5) (6) The Wexner Children's Trust II
Common Stock 04/11/2013   S (2)   1,500,000 D $ 49.32 478,115 (4) (5) (6) I (4) (5) (6) The Wexner Children's Trust II
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
Explanation of Responses:
1. Transfer of shares from Leslie H. Wexner ("Mr. Wexner") to The Wexner Children's Trust II.
2. No applicable.
3. Owned by Mr. Wexner directly. Owned by Abigail S. Wexner ("Mrs. Wexner") indirectly, through Mr. Wexner.
4. 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.
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.
6. Owned by Mrs. Wexner indirectly. Owned by Mr. Wexner indirectly, through Mrs. Wexner.
Remarks:
Remarks  Exhibit 99.1:  Additional Responses and Joint Filer Information, incorporated herein by reference.
/s/ Leslie H. Wexner 04/15/2013
** 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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mm04-1513wexner_4e991.htm
 
Exhibit 99.1
 
 
 
 
Name and Address of Reporting Person:
Leslie H. Wexner
 
c/o L Brands, Inc.
 
Three Limited Parkway
 
Columbus, OH  43216
   
Issuer Name and Ticker or Trading Symbol:
L Brands, Inc. (LTD)
   
Date of Earliest Transaction Required
 
to be Reported (Month/Day/Year):
4/11/2013
 
 
 
 
 
 
 
Title of Security
 
 
Amount of
Securities
Beneficially
Owned
Following
Reported
Transaction(s)
 
 
 
 
 
Ownership
Form:
Direct (D) or
Indirect (I)
 
 
 
 
 
 
 
Nature of Indirect
Beneficial Ownership
 
Common Stock
 
17,322,982
   
D/I  (2)
 
(2)
               
Common Stock
 
8,605,025
   
D/I  (1)
 
(1)
               
Common Stock
 
11,705,880
   
I  (3)
 
The Linden Trust
               
Common Stock
 
4,892,608
   
I  (3)
 
Wexner Personal Holdings Corporation
               
Common Stock
 
478,115
   
I  (4)
 
The Wexner Children’s Trust II
               
Common Stock
 
191,515
   
I  (4)
 
The Beech Trust
               
Common Stock
 
1,832,529
 (5)  
I  (3)
 
Held in L Brands, Inc. Savings and Retirement Plan for Leslie H. Wexner’s account
               
 
 
See Notes on next page.

 
 

 

 
Name and Address of Reporting Person:
Leslie H. Wexner
 
c/o L Brands, Inc.
 
Three Limited Parkway
 
Columbus, OH  43216
   
Issuer Name and Ticker or Trading Symbol:
L Brands, Inc. (LTD)
   
Date of Earliest Transaction Required
 
to be Reported (Month/Day/Year):
4/11/2013
 
Notes:
 
(1)  
Owned by Abigail S. Wexner (“Mrs. Wexner”) directly.  Owned by Leslie H. Wexner (“Mr. Wexner”) indirectly, through Mrs. Wexner.
 
(2)  
Owned by Mr. Wexner directly.  Owned by Mrs. Wexner indirectly, through Mr. Wexner.
 
(3)  
Owned by Mr. Wexner indirectly.  Owned by Mrs. Wexner indirectly, through Mr. Wexner.
 
(4)  
Owned by Mrs. Wexner indirectly.  Owned by Mr. Wexner indirectly, through Mrs. Wexner.
 
(5)  
Based on account balance as of March 31, 2013.  The Savings and Retirement Plan is a “qualified plan” within the meaning of Rule 16b-3.
 
 
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.
 
This Form does not report the shares of Common Stock owned by The Wexner Family Charitable Fund (for which each of Mr. and Mrs. Wexner serve as a director) because Mr. and Mrs. Wexner do not have a pecuniary interest in such shares, as the charitable fund is a tax exempt organization pursuant to IRC Section 501(c)(3).
 

 
 

 

 
 
Joint Filer Information
 
Name of Joint Filer:
Abigail S. Wexner
   
Address of Joint Filer:
c/o L Brands, Inc.
 
Three Limited Parkway
 
Columbus, OH  43216
   
Relationship of Joint Filer to Issuer:
Director
   
Issuer Name and Ticker or Trading Symbol:
L Brands, Inc. (LTD)
   
Date of Earliest Transaction Required
 
to be Reported (Month/Day/Year):
4/11/2013
   
Designated Filer:
Leslie H. Wexner
 
 
Signature:

 
/s/   Abigail S. Wexner                     
Abigail S. Wexner

 
 
April 15, 2013
Date