FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Wexner Leslie H.
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
(Last)          (First)          (Middle)

C/O L BRANDS, INC., THREE LIMITED PARKWAY
3. Date of Earliest Transaction (MM/DD/YYYY)

3/31/2016
(Street)

COLUMBUS, OH 43216
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   3/31/2016     M (1)    116802   A $17.2759   16071173   (2) (3) (4) D   (2) (3) (4)  
Common Stock   3/31/2016     A (8)    1503   A $87.81   10015912   (3) (4) (9) D   (3) (4) (9)  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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)   $17.2759   (5) (6) 3/31/2016     M   (1) (5) (6)       116802   (5) (6)     (6) 3/31/2016   Common Stock   116802   (5) (6)   (7) 0   D   (2) (3)  
Stock option (right to buy)   $87.81   3/31/2016     A   (10)    27332         (11) 3/31/2026   Common Stock   27332     (7) 27332   (2) (3) D   (2) (3)  

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 82,500 stock options to Mr. Wexner with an exercise price of $24.46 per share pursuant to the Issuer's stock plan. The options vested in original installments as follows: 3/31/07 - 20,625 shares; 3/31/08 - 20,625 shares; 3/31/09 - 20,625 shares; and 3/31/10 - 20,625 shares.
( 7)  Not applicable.
( 8)  Non-employee director fees paid in stock to Mrs. Wexner.
( 9)  Owned by Mrs. Wexner directly. Owned by Mr. Wexner indirectly, through Mrs. Wexner.
( 10)  Stock option granted to Mr. Wexner.
( 11)  The option vests in installments as follows: 3/31/2018 - 5,466 shares; 3/31/2019 - 5,466 shares; 3/31/2020 - 8,200 shares; and 3/31/2021 - 8,200 shares, subject to earlier forfeiture or acceleration.

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

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Wexner Leslie H.
C/O L BRANDS, INC.
THREE LIMITED PARKWAY
COLUMBUS, OH 43216
X X Chairman and CEO
WEXNER ABIGAIL S
C/O L BRANDS, INC.
THREE LIMITED PARKWAY
COLUMBUS, OH 43216
X



Signatures
/s/ Leslie H. Wexner 4/4/2016
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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