Sec Form 4 Filing - Wexner Leslie H. @ L Brands, Inc. - 2017-03-30

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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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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/YY) 03/30/2017 (Street) COLUMBUS, OH43216 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 Common Stock 03/30/2017 M( 1 ) 150,783 A $ 18.406 16,460,024 ( 2 ) ( 3 ) ( 4 ) D ( 2 ) ( 3 ) ( 4 ) Common Stock 03/31/2017 A( 8 ) 2,801 A $ 47.1 11,148,401 ( 9 ) ( 3 ) ( 4 ) D ( 9 ) ( 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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) $ 18.406 ( 5 ) ( 6 ) 03/30/2017 M( 1 )( 5 )( 6 ) 150,783 ( 5 ) ( 6 ) ( 6 ) 03/30/2017 Common Stock 150,783 ( 5 ) ( 6 ) ( 7 ) 0 D ( 2 ) ( 3 ) Stock option (right to buy) $ 47.1 03/31/2017 A( 10 ) 23,885 ( 11 ) 03/31/2027 Common Stock 23,885 ( 7 ) 23,885 ( 2 ) ( 3 ) D ( 2 ) ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Wexner Leslie H. C/O L BRANDS, INC. THREE LIMITED PARKWAY COLUMBUS, OH43216 X X Chairman and CEO WEXNER ABIGAIL S C/O L BRANDS, INC. THREE LIMITED PARKWAY COLUMBUS, OH43216 X Signatures /s/ Leslie H. Wexner 04/03/2017 Signature of Reporting Person Date

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 106,500 stock options to Mr. Wexner with an exercise price of $26.06 per share pursuant to the Issuer's stock plan. The options vested in original installments as follows: 3/30/08 - 26,625 shares; 3/30/09 - 26,625 shares; 3/30/10 - 26,625 shares; and 3/30/11 - 26,625 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: 3/31/2019 - 4,777 shares; 3/31/2020 - 4,777 shares; 3/31/2021 - 7,166 shares; and 3/31/2022 - 7,165 shares, subject to earlier forfeiture or acceleration.

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

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).

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