L Brands, Inc.
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(Name of Issuer)
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Common Stock, $.50 par value
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501797-10-4
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(Title of class of securities)
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(CUSIP number)
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Dennis S. Hersch
c/o The Wexner Foundation
60 East 42nd St, Suite 1700
New York, NY 10165
(212) 223-5198
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(Name, address and telephone number of person authorized to receive notices and communications)
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April 6, 2017
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(Date of event which requires filing of this statement)
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CUSIP No.
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501797-10-4
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SCHEDULE 13D
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Page
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2
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1
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NAMES OF REPORTING PERSONS
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Dennis S. Hersch
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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79,257 (see Item 5)
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8
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SHARED VOTING POWER
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19,120,453 (see Item 5)
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9
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SOLE DISPOSITIVE POWER
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79,257 (see Item 5)
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10
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SHARED DISPOSITIVE POWER
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19,120,453 (see Item 5)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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19,199,710 (see Item 5)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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6.7% (see Item 5)
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14
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TYPE OF REPORTING PERSON
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IN
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Item 1. |
Security and Issuer.
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Item 2. |
Identity and Background.
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Item 3. |
Source and Amount of Funds or Other Consideration.
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Item 4. |
Purpose of Transaction.
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Item 5. |
Interest in Securities of the Issuer.
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(a)-(b) |
The responses of the Reporting Person to Rows (7) through (13) of the cover page of this Schedule 13D, as of April 17, 2017, are incorporated herein by reference. As of April 17, 2017, the Reporting Person was the beneficial owner of 19,199,710 shares of Common Stock, which represents 6.7% of the shares of Common Stock outstanding (based on 284,809,090 shares of Common Stock outstanding as of March 24, 2017, as reported in the Issuer’s proxy statement filed with the SEC by the Issuer on April 6, 2017, plus 76,668 shares issuable to the Reporting Person in respect of stock units owned by the Reporting Person). The foregoing includes (a) 2,589 shares owned directly, (b) 76,668 shares that would be issuable to Mr. Hirsch following his termination of service as a director of the Issuer in respect of stock units he owns under the Issuer’s director compensation plan, (c) 127,567 shares held by The Linden East Trust, for which Mr. Hersch is trustee and shares voting and dispositive power with Mr. Wexner and Mrs. Wexner, (d) 8,992,886 shares held by The Linden West Trust, for which Mr. Hersch is trustee and shares voting and dispositive power with Mr. Wexner, and (e) 10,000,000 shares held by the Magnolia 2017 Trust, for which Mr. Hersch is trustee and shares voting and dispositive power with Mr. Wexner and Mrs. Wexner.
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(c) |
In addition to the transaction reported in Item 4 of this Schedule 13D (which is incorporated herein by reference), during the past 60 days the Reporting Person had the following transaction in the Common Stock: Mr. Hersch received a grant of 2,589 shares of Common Stock from the Issuer on March 31, 2017, as director compensation.
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(d) |
The beneficiaries of The Linden East Trust, The Linden West Trust, and the Magnolia 2017 Trust (which are trusts established by Mr. and/or Mrs. Wexner) do not have the right to, but may receive (at the discretion of the trustees), dividends from, or the proceeds from the sale of, the shares of Common Stock held by such trusts.
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(e) |
Not applicable.
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Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
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Item 7. |
Material to be Filed as Exhibits.
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/s/ Dennis S. Hersch | ||
Name: Dennis S. Hersch
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