Bath & Body Works, Inc. — Director's Dealing 2016

Jan 29, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: L Brands, Inc. (LB)
CIK: 0000701985
Period of Report: 2016-01-27

Reporting Person: Wexner Leslie H. (Director, Chairman and CEO, 10% Owner)
Reporting Person: WEXNER ABIGAIL S (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-12-22	Common Stock	G	450000	—	Disposed	15865006	Direct
2016-01-27	Common Stock	M	89365	—	Acquired	15954371	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-01-27	Restricted Stock Units	$	M	89365	Disposed		Common Stock (89365)	Direct
2016-01-27	Stock option (right to buy)	$93.97	A	127700	Acquired	2026-01-27	Common Stock (127700)	Direct

Footnotes

F1: Not applicable.

F2: Owned by Leslie H. Wexner ("Mr. Wexner") directly. Owned by Abigail S. Wexner ("Mrs. Wexner") indirectly, through Mr. Wexner.

F3: 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.

F4: 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.

F5: The performance condition of a performance-based restricted share unit ("RSU") award previously granted to Mr. Wexner by the Issuer was satisfied on February 24, 2012, and then the RSUs vest generally based on his continued employment. The RSUs confer no voting rights and may not be sold until they automatically settle for an equivalent number of shares of common stock of the Issuer on the vesting date or dates.

F6: A portion of the RSUs vested on January 27, 2016.

F7: Reflects adjustments from antidilution etc. pursuant to the Issuer's stock plan.

F8: Vests in installments as follows, reflecting adjustments from antidilution etc. pursuant to the Issuer's incentive plan: 1/27/2013 - 57,241 shares; 1/27/2014 - 57,241 shares; 1/27/2015 - 87,443 shares; and 1/27/2016 - 89,365 shares, subject to earlier forfeiture or acceleration.

F9: Stock option granted to Mr. Wexner.

F10: The option vests in installments as follows: 1/27/2018 - 25,540 shares; 1/27/2019 - 25,540 shares; 1/27/2020 - 38,310 shares; and 1/27/2021 - 38,310 shares, subject to earlier forfeiture or acceleration.