Sec Form 4 Filing - Burgdoerfer Stuart B @ L Brands, Inc. - 2013-05-28

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
Burgdoerfer Stuart B
2. Issuer Name and Ticker or Trading Symbol
L Brands, Inc. [ LTD]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
EVP & CFO
(Last) (First) (Middle)
THREE LIMITED PARKWAY
3. Date of Earliest Transaction (MM/DD/YY)
05/28/2013
(Street)
COLUMBUS, OH43230
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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, $0.50 par value 05/28/2013 M 35,338 A $ 6.5529 147,726 D
Common Stock, $0.50 par value 05/28/2013 M 18,788 A $ 19.2892 166,514 D
Common Stock, $0.50 par value 05/28/2013 M 10,550 A $ 12.8796 177,064 D
Common Stock, $0.50 par value 05/28/2013 M 7,980 A $ 28.1821 185,044 D
Common Stock, $0.50 par value 05/28/2013 M 4,143 A $ 20.2308 189,187 D
Common Stock, $0.50 par value 05/28/2013 S 86,799 D $ 49.93 ( 1 ) 102,388 D
Common Stock, $0.50 par value 05/29/2013 G V 2,000 D $ 0 100,388 D
Table II - Derivative Securities Acqu ired, 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 ( 2 ) $ 6.5529 05/28/2013 M 35,338 ( 3 ) 03/31/2019 Common Stock, $0.50 par value 35,338 $ 0 0 D
Stock Option - Right to Buy ( 2 ) $ 19.2892 05/28/2013 M 18,788 ( 3 ) 03/31/2020 Common Stock, $0.50 par value 18,788 $ 0 0 D
Stock Option - Right to Buy ( 2 ) $ 28.1821 05/28/2013 M 7,980 ( 4 ) 03/31/2021 Common Stock, $0.50 par value 7,980 $ 0 31,935 D
Stock Option - Right to Buy ( 2 ) $ 12.8796 05/28/2013 M 10,550 03/31/2012 03/31/2018 Common Stock, $0.50 par value 10,550 $ 0 0 D
Stock Option - Right to Buy ( 2 ) $ 20.2308 05/28/2013 M 4,143 04/09/2011 04/09/2017 Common Stock, $0.50 par value 4,143 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Burgdoerfer Stuart B
THREE LIMITED PARKWAY
COLUMBUS, OH43230
EVP & CFO
Signatures
Robert J. Tannous, Attorney-in-Fact 05/30/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Price represents a weighted average of the sale price. Shares were sold at prices ranging from $49.74 to $50.04. Upon the request by the SEC staff, the Issuer, or a security holder of the Issuer, the reporting person will provide the full information about the number of shares sold at each separate price.
( 2 )Previously reported stock option has been adjusted to reflect a special stock dividend declared by the Issuer and exempt pursuant to Rule 16a-9.
( 3 )Option vests 1/3 per year beginning on the first anniversary of the date of grant.
( 4 )Option vests 20% on each of the second and third anniversaries of the date of grant and 30% on each of the fourth and fifth anniversaries of the date of grant.

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).
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