Sec Form 4 Filing - Wexner Leslie H. @ L Brands, Inc. - 2020-10-02

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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O L BRANDS, INC., THREE LIMITED PARKWAY 3. Date of Earliest Transaction (MM/DD/YY) 10/02/2020 (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 10/02/2020 G( 1 ) V 1,372,664 D 6,111,181 ( 3 ) ( 4 ) ( 5 ) I ( 3 ) ( 4 ) ( 5 ) The Linden West Trust Common Stock 10/07/2020 G( 1 ) V 343,166 A 343,166 ( 4 ) ( 5 ) ( 6 ) I ( 4 ) ( 5 ) ( 6 ) Pine Trust Common Stock 10/07/2020 G( 1 ) V 343,166 A 343,166 ( 4 ) ( 5 ) ( 6 ) I ( 4 ) ( 5 ) ( 6 ) Willow Trust Common Stock 10/07/2020 G( 1 ) V 343,166 A 343,166 ( 4 ) ( 5 ) ( 6 ) I ( 4 ) ( 5 ) ( 6 ) Cedar Trust Common Stock 10/07/2020 G( 1 ) V 343,166 A 343,166 ( 4 ) ( 5 ) ( 6 ) I ( 4 ) ( 5 ) ( 6 ) Rose Trust Common Stock 10/07/2020 G( 7 ) V 352,941 D 10,814,206 ( 4 ) ( 5 ) ( 8 ) D ( 4 ) ( 5 ) ( 8 ) Common Stock 10/07/2020 G( 7 ) V 352,941 A 352,941 ( 4 ) ( 5 ) ( 6 ) I ( 4 ) ( 5 ) ( 6 ) Linden East II trust Common Stock 10/07/2020 G( 9 ) V 352,941 D 15,363,754 ( 3 ) ( 4 ) ( 5 ) D ( 3 ) ( 4 ) ( 5 ) Common Stock 10/07/2020 G( 9 ) V 352,941 A 352,941 ( 4 ) ( 5 ) ( 6 ) I ( 4 ) ( 5 ) ( 6 ) Linden West II trust Common Stock 11/15/2020 M( 10 ) 1,260 A 15,365,014 ( 3 ) ( 4 ) ( 5 ) D

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 Restricted Share Units ( 11 ) ( 11 ) 11/15/2020 M( 10 ) 1,260 ( 10 ) 01/19/2023 Common Stock 1,260 ( 2 ) 0 D ( 3 ) ( 5 )

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 WEXNER ABIGAIL S C/O L BRANDS, INC. THREE LIMITED PARKWAY COLUMBUS, OH43216 X Signatures /s/ Leslie H. Wexner 11/17/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Gift of shares by The Linden West Trust to its beneficiaries, the children of Leslie H. Wexner ("Mr. Wexner") and Abigail S. Wexner ("Mrs. Wexner") on 10/2/2020, who then gifted the shares to four separate trusts on 10/7/2020. ( 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 )Owned by Mrs. Wexner indirectly. Owned by Mr. Wexner indirectly, through Mrs. Wexner. ( 7 )Gift of shares by Mrs. Wexner to Linden East II trust. ( 8 )Owned by Mrs. Wexner directly. Owned by Mr. Wexner indirectly, through Mrs. Wexner. ( 9 )Gift of shares by Mr. Wexner to Linden West II trust. ( 10 )Partial vesting and settlement of restricted share units granted to Mr. Wexner on 1/29/2020 ("RSUs"), and forfeiture of 13,856 RSUs. ( 11 )The RSUs confer no voting rights, may not be sold, and automatically settle for an equivalent number of shares of common stock of the Issuer on the vesting date.

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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