- Statement of Changes in Beneficial Ownership (4)
30 March 2012 - 8:11AM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Wexner Leslie H.
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2. Issuer Name
and
Ticker or Trading Symbol
LIMITED BRANDS INC
[
LTD
]
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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
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(Last)
(First)
(Middle)
C/O LIMITED BRANDS, INC., THREE LIMITED PARKWAY
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3. Date of Earliest Transaction
(MM/DD/YYYY)
3/27/2012
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(Street)
COLUMBUS, OH 43216
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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3/27/2012
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M
(1)
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516630
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A
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(2)
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21389194
(3)
(4)
(5)
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D
(3)
(4)
(5)
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Common Stock
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3/27/2012
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G
(6)
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V
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2000000
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D
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(2)
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19389194
(3)
(4)
(5)
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D
(3)
(4)
(5)
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Common Stock
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3/27/2012
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G
(6)
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V
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2000000
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A
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(2)
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2478115
(4)
(5)
(7)
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I
(4)
(5)
(7)
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The Wexner Children's Trust II
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Common Stock
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3/27/2012
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S
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2000000
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D
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$48.76
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478115
(4)
(5)
(7)
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I
(4)
(5)
(7)
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The Wexner Children's Trust II
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Common Stock
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3/27/2012
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S
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2000000
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D
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$48.76
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11705880
(4)
(5)
(8)
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I
(4)
(5)
(8)
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The Linden Trust
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock option settlement right
(1)
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(2)
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3/27/2012
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M
(1)
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516630
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(1)
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12/31/2012
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Common Stock
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516630
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(2)
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0
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D
(3)
(5)
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Explanation of Responses:
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(
1)
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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.
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(
2)
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Not applicable.
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(
3)
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Owned by Mr. Wexner directly. Owned by Abigail S. Wexner ("Mrs. Wexner") indirectly, through Mr. Wexner.
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(
4)
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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.
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(
5)
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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.
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(
6)
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Transfer of shares from Mr. Wexner to The Wexner Children's Trust II.
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(
7)
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Owned by Mrs. Wexner indirectly. Owned by Mr. Wexner indirectly, through Mrs. Wexner.
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(
8)
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Owned by Mr. Wexner indirectly. Owned by Mrs. Wexner indirectly, through Mr. Wexner.
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Remarks:
Exhibit 99.1: Additional Responses and Joint Filer Information, incorporated herein by reference.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Wexner Leslie H.
C/O LIMITED BRANDS, INC.
THREE LIMITED PARKWAY
COLUMBUS, OH 43216
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X
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X
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Chairman and CEO
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WEXNER ABIGAIL S
LIMITED BRANDS INC
THREE LIMITED PARKWAY
COLUMBUS, OH 43216
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X
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X
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Chairman and CEO
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Signatures
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/s/ Leslie H. Wexner
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3/29/2012
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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