Sec Form 4 Filing - Wexner Leslie H. @ LIMITED BRANDS INC - 2012-03-27

Insider filing report for Changes in Beneficial Ownership
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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
LIMITED BRANDS INC [ LTD]
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 LIMITED BRANDS, INC., THREE LIMITED PARKWAY
3. Date of Earliest Transaction (MM/DD/YY)
03/27/2012
(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 03/27/2012 M( 1 ) 516,630 A 21,389,194 ( 3 ) ( 4 ) ( 5 ) D ( 3 ) ( 4 ) ( 5 )
Common Stock 03/27/2012 G( 6 ) V 2,000,000 D 19,389,194 ( 3 ) ( 4 ) ( 5 ) D ( 3 ) ( 4 ) ( 5 )
Common Stock 03/27/2012 G( 6 ) V 2,000,000 A 2,478,115 ( 4 ) ( 5 ) ( 7 ) I ( 4 ) ( 5 ) ( 7 ) The Wexner Children's Trust II
Common Stock 03/27/2012 S 2,000,000 D $ 48.76 478,115 ( 4 ) ( 5 ) ( 7 ) I ( 4 ) ( 5 ) ( 7 ) The Wexner Children's Trust II
Common Stock 03/27/2012 S 2,000,000 D $ 48.76 11,705,880 ( 4 ) ( 5 ) ( 8 ) I ( 4 ) ( 5 ) ( 8 ) The Linden Trust
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 settlement right ( 1 ) ( 2 ) 03/27/2012 M( 1 ) 516,630 ( 1 ) 12/31/2012 Common Stock 516,630 ( 2 ) 0 D ( 3 ) ( 5 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Wexner Leslie H.
C/O LIMITED BRANDS, INC.
THREE LIMITED PARKWAY
COLUMBUS, OH43216
X X Chairman and CEO
WEXNER ABIGAIL S
LIMITED BRANDS INC
THREE LIMITED PARKWAY
COLUMBUS, OH43216
X X Chairman and CEO
Signatures
/s/ Leslie H. Wexner 03/29/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Delivery by Issuer of shares to Leslie H. Wexner ("Mr. Wexner") pursuant to terms of amended stock option. The stock option was previously amended to provide, in general and among other things, that following exercise of the option the Issuer will be obligated to deliver to Mr. Wexner, after compliance with certain regulatory requirements, newly-issued underlying shares of Common Stock.
( 2 )Not applicable.
( 3 )Owned by Mr. Wexner directly. Owned by Abigail S. Wexner ("Mrs. Wexner") indirectly, through Mr. Wexner.
( 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 )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.
( 6 )Transfer of shares from Mr. Wexner to The Wexner Children's Trust II.
( 7 )Owned by Mrs. Wexner indirectly. Owned by Mr. Wexner indirectly, through Mrs. Wexner.
( 8 )Owned by Mr. Wexner indirectly. Owned by Mrs. Wexner indirectly, through Mr. Wexner.

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

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