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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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 LIMITED BRANDS, INC. THREE LIMITED PARKWAY (Street) COLUMBUS OH 43216 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol LIMITED 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) 02/02/2012
	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)(5)	$13.7428(1)(2)	02/02/2012		M(3)			516,630(1)(2)	(2)	02/04/2012	Common Stock	516,630(1)(2)	(4)	0	D(6)(7)
Stock option settlement right(5)	(4)	02/02/2012		A		516,630		(5)	12/31/2012	Common Stock	516,630	(4)	516,630	D(6)(7)

1. Name and Address of Reporting Person* Wexner Leslie H. (Last) (First) (Middle) C/O LIMITED BRANDS, INC. THREE LIMITED PARKWAY (Street) COLUMBUS OH 43216 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner X Officer (give title below) Other (specify below) Chairman and CEO

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) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner X Officer (give title below) Other (specify below) Chairman and CEO

Explanation of Responses:

1. Reflects adjustments from antidilution etc. pursuant to the Issuer's incentive plan.

2. The Issuer originally granted 400,000 stock options to Leslie H. Wexner ("Mr. Wexner") with an exercise price of $17.75 per share pursuant to the Issuer's incentive plan. The options vested in installments as follows: 2/4/03 - 100,000 shares; 2/4/04 - 100,000 shares; 2/4/05 - 100,000 shares; and 2/4/06 - 100,000 shares.

3. Mr. Wexner exercised the stock option in full by paying the aggregate exercise price in cash.

4. Not applicable.

5. The stock option was amended to provide, in general, that following exercise of the option, it settles as follows: the Company will be obligated to deliver to Mr. Wexner, after compliance with certain regulatory requirements, newly-issued underlying shares of Common Stock, but if the shares cannot be delivered by 12/31/2012, in lieu thereof to pay Mr. Wexner an amount in cash equal to then value of such shares.

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

7. Mrs. Wexner disclaim beneficial ownership of all indirectly owned securities reported on this Form in excess of her pecuniary interest therein.

Remarks:

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

	/s/ Leslie H. Wexner	02/03/2012
	** Signature of Reporting Person	Date
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