SEC FORM 4

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

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)
04/06/2017

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/06/2017		M⁽¹⁾		238,951	A	$12.0776	16,698,975⁽²⁾⁽³⁾⁽⁴⁾	D⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	04/06/2017		M⁽¹⁾		384,567	A	$6.1448	17,083,542⁽²⁾⁽³⁾⁽⁴⁾	D⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	04/06/2017		M⁽¹⁾		127,639	A	$18.088	17,211,181⁽²⁾⁽³⁾⁽⁴⁾	D⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	04/06/2017		M⁽¹⁾		305,224	A	$23.6382	17,516,405⁽²⁾⁽³⁾⁽⁴⁾	D⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	04/06/2017		M⁽¹⁾		87,361	A	$26.4271	17,603,766⁽²⁾⁽³⁾⁽⁴⁾	D⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	04/06/2017		M⁽¹⁾		202,039	A	$35.7103	17,805,805⁽²⁾⁽³⁾⁽⁴⁾	D⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	04/06/2017		M⁽¹⁾		55,572	A	$41.5439	17,861,377⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock option (right to buy)	$12.0776⁽⁵⁾⁽⁶⁾	04/06/2017		M⁽¹⁾⁽⁶⁾			238,951⁽⁵⁾⁽⁶⁾	⁽⁶⁾	03/31/2018	Common Stock	238,951⁽⁵⁾⁽⁶⁾	⁽¹³⁾	0	D⁽²⁾⁽³⁾
Stock option (right to buy)	$6.1448⁽⁵⁾⁽⁶⁾	04/06/2017		M⁽¹⁾⁽⁷⁾			384,567⁽⁵⁾⁽⁷⁾	⁽⁷⁾	03/31/2019	Common Stock	384,567⁽⁵⁾⁽⁷⁾	⁽¹³⁾	0	D⁽²⁾⁽³⁾
Stock option (right to buy)	$18.088⁽⁵⁾⁽⁶⁾	04/06/2017		M⁽¹⁾⁽⁸⁾			127,639⁽⁵⁾⁽⁸⁾	⁽⁸⁾	03/31/2020	Common Stock	127,639⁽⁵⁾⁽⁸⁾	⁽¹³⁾	0	D⁽²⁾⁽³⁾
Stock option (right to buy)	$23.6382⁽⁵⁾⁽⁶⁾	04/06/2017		M⁽¹⁾⁽⁹⁾			305,224⁽⁵⁾⁽⁹⁾	⁽⁹⁾	01/27/2021	Common Stock	305,224⁽⁵⁾⁽⁹⁾	⁽¹³⁾	0	D⁽²⁾⁽³⁾
Stock option (right to buy)	$26.4271⁽⁵⁾⁽⁶⁾	04/06/2017		M⁽¹⁾⁽¹⁰⁾			87,631⁽⁵⁾⁽¹⁰⁾	⁽¹⁰⁾	03/31/2021	Common Stock	87,631⁽⁵⁾⁽¹⁰⁾	⁽¹³⁾	0	D⁽²⁾⁽³⁾
Stock option (right to buy)	$35.7103⁽⁵⁾⁽⁶⁾	04/06/2017		M⁽¹⁾⁽¹¹⁾			202,039⁽⁵⁾⁽¹¹⁾	⁽¹¹⁾	01/26/2022	Common Stock	202,039⁽⁵⁾⁽¹¹⁾	⁽¹³⁾	0	D⁽²⁾⁽³⁾
Stock option (right to buy)	$41.5439⁽⁵⁾⁽⁶⁾	04/06/2017		M⁽¹⁾⁽¹²⁾			55,572⁽⁵⁾⁽¹²⁾	⁽¹²⁾	03/30/2022	Common Stock	55,572⁽⁵⁾⁽¹²⁾	⁽¹³⁾	0	D⁽²⁾⁽³⁾

1. Name and Address of Reporting Person^*

Wexner Leslie H.

(Last)

(First)

(Middle)

C/O L BRANDS, INC.

THREE LIMITED PARKWAY

(Street)

COLUMBUS

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)

C/O L BRANDS, INC.

THREE LIMITED PARKWAY

(Street)

COLUMBUS

43216

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Stock option exercised by Leslie H. Wexner ("Mr. Wexner").

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

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.

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

6. The Issuer originally granted 168,772 stock options to Mr. Wexner with an exercise price of $17.10 per share pursuant to the Issuer's stock plan. The options vested in original installments as follows: 3/31/09 - 42,193 shares; 3/31/10 - 42,193 shares; 3/31/11 - 42,193 shares; and 3/31/12 - 42,193 shares.

7. The Issuer originally granted 271,620 stock options to Mr. Wexner with an exercise price of $8.70 per share pursuant to the Issuer's stock plan. The options vested in original installments as follows: 3/31/10 - 90,540 shares; 3/31/11 - 90,540 shares; and 3/31/12 - 90,540 shares.

8. The Issuer originally granted 93,777 stock options to Mr. Wexner with an exercise price of $24.62 per share pursuant to the Issuer's stock plan. The options vested in original installments as follows: 3/31/11 - 31,259 shares; 3/31/12 - 31,259 shares; and 3/31/13 - 31,259 shares.

9. The Issuer originally granted 245,325 stock options to Mr. Wexner with an exercise price of $29.41 per share pursuant to the Issuer's stock plan. The options vested in original installments as follows: 1/27/13 - 49,065 shares; 1/27/14 - 49,065 shares; 1/27/15 - 73,598 shares; and 1/27/16 - 73,597 shares.

10. The Issuer originally granted 72,178 stock options to Mr. Wexner with an exercise price of $31.9875 per share pursuant to the Issuer's stock plan. The options vested in original installments as follows: 3/31/12 - 24,059 shares; 3/31/13 - 24,059 shares; and 3/31/14 - 24,060 shares.

11. The Issuer originally granted 174,867 stock options to Mr. Wexner with an exercise price of $41.26 per share pursuant to the Issuer's stock plan. The options vested in original installments as follows: 1/26/14 - 34,974 shares; 1/26/15 - 34,973 shares; 1/26/16 - 52,460; and 1/26/17 - 52,460 shares.

12. The Issuer originally granted 48,100 stock options to Mr. Wexner with an exercise price of $48 per share pursuant to the Issuer's stock plan. The options vested in original installments as follows: 3/30/14 - 9,620 shares; 3/30/15 - 9,620 shares; 3/30/16 - 14,430; and 3/30/17 - 14,430 shares.

13. Not applicable.

Remarks:

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

	/s/ Leslie H. Wexner	04/10/2017
	/s/ Abigail S. Wexner	04/10/2017
	** 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).
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