0001140361-21-009783.txt : 20210324 0001140361-21-009783.hdr.sgml : 20210324 20210324161624 ACCESSION NUMBER: 0001140361-21-009783 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20210324 DATE AS OF CHANGE: 20210324 GROUP MEMBERS: ABIGAIL S. WEXNER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: L Brands, Inc. CENTRAL INDEX KEY: 0000701985 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-WOMEN'S CLOTHING STORES [5621] IRS NUMBER: 311029810 STATE OF INCORPORATION: DE FISCAL YEAR END: 0130 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-33912 FILM NUMBER: 21768393 BUSINESS ADDRESS: STREET 1: THREE LIMITED PKWY STREET 2: P O BOX 16000 CITY: COLUMBUS STATE: OH ZIP: 43216 BUSINESS PHONE: 6144157000 MAIL ADDRESS: STREET 1: THREE LIMITED PARKWAY STREET 2: P.O. BOX 16000 CITY: COLUMBUS STATE: OH ZIP: 43216 FORMER COMPANY: FORMER CONFORMED NAME: LIMITED BRANDS INC DATE OF NAME CHANGE: 20020613 FORMER COMPANY: FORMER CONFORMED NAME: LIMITED INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Wexner Leslie H. CENTRAL INDEX KEY: 0000901359 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 8000 WALTON PKWY, STE 100 CITY: NEW ALBANY STATE: OH ZIP: 43054 FORMER COMPANY: FORMER CONFORMED NAME: WEXNER LESLIE H DATE OF NAME CHANGE: 19930420 SC 13D/A 1 brhc10022163_sc13da.htm SC 13D/A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
 
    
SCHEDULE 13D
 
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
 TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
 
(Amendment No. 41)
 

L BRANDS, INC.

(Name of Issuer)
 
Common Stock, $0.50 Par Value
  
532716-10-7
(Title of class of securities)
  
(CUSIP number)
 
Michael Aiello, Esq.
Howard Dicker, Esq.
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York  10153
(212) 310-8000
(Name, address and telephone number of person authorized to receive notices and communications)
 
March 22, 2021
(Date of event which requires filing of this statement)
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rules 13d-1(e), 13d-1(f) or 13d-1(g), check the following box   ☐.
 
CUSIP No. 532716-10-7
13D
Page 2

1
NAMES OF REPORTING PERSONS
 
 
Leslie H. Wexner
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
 
(b)
☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
N/A
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
United States
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
20,888,658
 
 
 
 
8
SHARED VOTING POWER
 
 
19,354,756
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
20,888,658
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
19,354,756
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
40,243,414
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
14.4%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 

SEE INSTRUCTIONS BEFORE FILLING OUT!

2
CUSIP No. 532716-10-7
13D
Page 3

1
NAMES OF REPORTING PERSONS
 
 
Abigail S. Wexner
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
 
(b)
☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
N/A
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
United States
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
10,814,206
 
 
 
 
8
SHARED VOTING POWER
 
 
3,429,369
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
10,814,206
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
3,429,369
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
14,243,575
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
☒
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
5.1%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 

SEE INSTRUCTIONS BEFORE FILLING OUT!

3
This Amendment No. 41 (“Amendment No. 41”) amends the Schedule 13D dated June 25, 1985, as amended in certain respects by Amendments No. 1 through 40 thereto, and is filed by Leslie H. Wexner and Abigail S. Wexner (collectively, the “Reporting Persons”), with respect to the Common Stock, $0.50 par value per share (the “Common Stock”), of L Brands, Inc. (the “Company” or the “Issuer”).
 
Item 4.
Purpose of Transaction.
 
Item 4 is supplemented as follows:
 
Item 5(c) of this Amendment No. 41 to Schedule 13D is incorporated herein by reference, and such sales were made for estate planning and charitable funding purposes.
 
Item 5.
Interest in Securities of the Issuer.
 
(a)          The responses of the Reporting Persons to Rows (11) through (13) of the cover pages of this Amendment No. 41 are incorporated herein by reference, as of March 24, 2021.  As of March 24, 2021, the Reporting Persons beneficially owned an aggregate of 40,243,414 shares of Common Stock, representing approximately 14.4% of the outstanding shares, as determined in accordance with Rule 13d-3 (based on 278,814,447 shares of Common Stock outstanding as of March 12, 2021, as reported in the Company’s Annual Report on Form 10-K filed with the SEC on March 19, 2021).  Additional details are set forth below.

 
Person
  
Number of Shares
  
Notes
 
Leslie H. Wexner (“Mr. Wexner”)
40,243,414
  
(1)(2)
 
Abigail S. Wexner (“Mrs. Wexner”)
14,243,575
  
(3)


(1)
Includes 692,436 shares issuable to Mr. Wexner within 60 days following March 24, 2021, upon the exercise or vesting of outstanding stock awards from the Company.
 

 (2)
Includes: 127,567 shares held by The Linden East Trust; 5,111,181 shares held by The Linden West Trust; 1,081,741 shares held by The Wexner Family Charitable Fund (a not-for-profit corporation qualified under Internal Revenue Code Section 501(c)(3)); 141,515 shares held by The Beech Trust; 352,941 shares held by Linden East II trust; 352,941 shares held by Linden West II trust; 343,166 shares held by Pine Trust; 343,166 shares held by Willow Trust; 343,166 shares held by Cedar Trust; and 343,166 shares held by Rose Trust.  Mr. Wexner shares voting and investment power with Mrs. Wexner with respect to shares held by The Linden East Trust, The Wexner Family Charitable Fund, The Beech Trust, Linden East II trust, Linden West II trust, Pine Trust, Willow Trust, Cedar Trust, and Rose Trust, and shares voting and investment power with Dennis Hersch with respect to the shares held by The Linden East Trust and The Linden West Trust.  Also includes 4,892,608 shares held by the Wexner Personal Holdings Corporation, of which Mr. Wexner is the sole stockholder, director and officer.  Includes 10,814,206 shares directly owned by Mrs. Wexner, as to which Mr. Wexner may be deemed to share voting and investment power. Includes 15,303,614 shares directly owned by Mr. Wexner.
 
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 (3)
Includes: 127,567 shares held by The Linden East Trust; 1,081,741 shares held by The Wexner Family Charitable Fund; 141,515 shares held by The Beech Trust; 352,941 shares held by Linden East II trust; 352,941 shares held by Linden West II trust; 343,166 shares held by Pine Trust; 343,166 shares held by Willow Trust; 343,166 shares held by Cedar Trust; and 343,166 shares held by Rose Trust.  Mrs. Wexner shares voting and investment power with Mr. Wexner with respect to shares held by The Linden East Trust, The Wexner Family Charitable Fund, The Beech Trust, Linden East II trust, Linden West II trust, Pine Trust, Willow Trust, Cedar Trust, and Rose Trust, and shares voting and investment power with Dennis Hersch with respect to shares held by The Linden East Trust and Linden East II trust.  Includes 10,814,206 shares directly owned by Mrs. Wexner.  Excludes 25,999,839 shares beneficially owned by Mr. Wexner as to which Mrs. Wexner disclaims beneficial ownership.
 
(b)          The responses of the Reporting Persons to (i) Rows (7) through (10) of the cover pages of this Amendment No. 41 and (ii) Item 5(a) hereof are incorporated herein by reference, as of March 24, 2021.
 
(c)          In addition to the transaction described in Item 6 of this Amendment No. 41 (which is hereby incorporated herein by reference), during the past 60 days the Reporting Persons effected the following transaction in the Common Stock:
 
Date of
Transaction
Amount of
Securities
  
Price per
Share
  
Where and
How Effected
The Wexner Children’s Trust II
03/22/2021
2,000,000 shares
  
$
58.31
  
sale to broker-dealer
The Linden West Trust
03/22/2021
1,000,000 shares
  
$
58.31
  
sale to broker-dealer
The Wexner Family Charitable Fund
03/22/2021
1,000,000 shares
  
$
58.31
  
sale to broker-dealer
The Beech Trust
03/22/2021
50,000 shares
  
$
58.31
  
sale to broker-dealer
 
(d), (e):  Not Applicable
 
Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
 
Item 6 is supplemented as follows:
 
On March 22, 2021, Leslie H. Wexner transferred 2,000,000 shares of Common Stock to The Wexner Children’s Trust II without consideration in exchange.
 
5
SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Dated:  March 24, 2021
  
 
/s/ Leslie H. Wexner
 
Leslie H. Wexner
   
 
/s/ Abigail S. Wexner
 
Abigail S. Wexner


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