Sec Form 4 Filing - Wexner Leslie H. @ L Brands, Inc. - 2021-07-19

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) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O N.A. PROPERTY, INC., 8000 WALTON PARKWAY 3. Date of Earliest Transaction (MM/DD/YY) 07/19/2021 (Street) NEW ALBANY, OH43054 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 06/28/2021 G( 1 ) V 10,814,206 D 0 ( 3 ) ( 5 ) ( 6 ) D ( 3 ) ( 5 ) ( 6 ) Common Stock 06/28/2021 G( 1 ) V 10,814,206 A 28,001,096 ( 4 ) ( 5 ) ( 6 ) D ( 4 ) ( 5 ) ( 6 ) Common Stock 07/19/2021 S( 7 ) 5,958,809 ( 8 ) D $ 73.01 0 ( 5 ) ( 6 ) ( 9 ) I ( 5 ) ( 6 ) ( 9 ) See Note ( 9 ) Common Stock 07/19/2021 S( 7 ) 13,001,096 D $ 73.01 15,000,000 ( 4 ) ( 5 ) ( 6 ) D ( 4 ) ( 5 ) ( 6 ) Common Stock 07/19/2021 S( 10 ) 10,000,000 D $ 73.01 5,000,000 ( 4 ) ( 5 ) ( 6 ) D ( 4 ) ( 5 ) ( 6 )

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Wexner Leslie H. C/O N.A. PROPERTY, INC. 8000 WALTON PARKWAY NEW ALBANY, OH43054 X WEXNER ABIGAIL S C/O N.A. PROPERTY, INC. 8000 WALTON PARKWAY NEW ALBANY, OH43054 10% Owner related Signatures /s/ Leslie H. Wexner 07/20/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Gift of shares from Abigail S. Wexner ("Mrs. Wexner") to Leslie H. Wexner ("Mr. Wexner"). ( 2 )Not applicable. No consideration in exchange. ( 3 )Owned by Mrs. Wexner directly. Owned by Mr. Wexner indirectly, through Mrs. Wexner. ( 4 )Owned by Mr. Wexner directly. Owned by Mrs. Wexner indirectly, through Mr. Wexner. ( 5 )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. ( 6 )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. ( 7 )Sold to underwriter in a registered public offering. ( 8 )Comprised of sales of: 127,567 shares by The Linden East Trust; 3,611,181 shares by The Linden West Trust; 141,515 shares by The Beech Trust; 352,941 shares by Linden East II trust; 352,941 shares by Linden West II trust; 343,166 shares by Pine Trust; 343,166 shares by Willow Trust; 343,166 shares by Cedar Trust; and 343,166 shares by Rose Trust. Excludes shares sold by The Wexner Family Charitable Fund because Mr. and Mrs. Wexner do not have a pecuniary interest in such shares, as the charitable fund is a tax exempt organization pursuant to IRC Section 501(c)(3). ( 9 )Indirectly owned by Mr. Wexner and/or Mrs. Wexner. ( 10 )Sold to the Issuer.

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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