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As Of Filer Filing For·On·As Docs:Size Issuer Agent 9/08/10 Wexner Leslie H. SC 13D/A 1:250K L Brands, Inc. Weil Gotshal & Ma… 04/FA Abigail S. Wexner Cyprus Trust Dogwood Trust The Linden Trust The Wexner Children’s Trust II Wexner Personhal Holdings Corporation |
Document/Exhibit Description Pages Size 1: SC 13D/A Amendment No. 38 HTML 129K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________
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SCHEDULE 13D
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INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
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(Amendment No. 38)
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_____
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LIMITED BRANDS, INC.
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(Name of Issuer)
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Common Stock, $0.50 Par Value
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(Title of class of securities)
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(CUSIP number)
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Raymond O. Gietz, Esq.
Weil, Gotshal & Manges LLP
767 Fifth Avenue
(212) 310-8000
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(Date of event which requires filing of this statement)
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If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rules 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [_].
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CUSIP No. 532716-10-7
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13D
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Page 2
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1
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NAME OF REPORTING PERSON:
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|||||||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
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(a) [_]
(b) [x]
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||||||
3
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SEC USE ONLY
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|||||||
4
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SOURCE OF FUNDS:
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N/A
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||||||
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
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[_]
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||||||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION:
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United States
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||||||
NUMBER OF
SHARES
|
7
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SOLE VOTING POWER:
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27,900,351
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|||||
BENEFICIALLY
OWNED BY
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8
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SHARED VOTING POWER:
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23,536,478
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EACH
REPORTING
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9
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SOLE DISPOSITIVE POWER:
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29,328,329
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PERSON WITH
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10
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SHARED DISPOSITIVE POWER:
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23,536,478
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 52,864,807
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
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[_]
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||||||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 16.3%
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14
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TYPE OF REPORTING PERSON:
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IN
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||||||
1
|
NAME OF REPORTING PERSON:
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||||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
|
(a) [_]
(b) [x]
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|||||
3
|
SEC USE ONLY
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||||||
4
|
SOURCE OF FUNDS:
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N/A
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
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[_]
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|||||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION:
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United States
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NUMBER OF
SHARES
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7
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SOLE VOTING POWER:
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-0-
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BENEFICIALLY
OWNED BY
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8
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SHARED VOTING POWER:
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11,196,541
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EACH
REPORTING
|
9
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SOLE DISPOSITIVE POWER:
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-0-
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PERSON WITH
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10
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SHARED DISPOSITIVE POWER:
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11,196,541
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 11,196,541
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
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[x]
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 3.5%
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14
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TYPE OF REPORTING PERSON:
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IN
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1
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NAME OF REPORTING PERSON:
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Wexner Personal Holdings Corporation
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
|
(a) [_]
(b) [x]
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3
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SEC USE ONLY
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||||||
4
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SOURCE OF FUNDS:
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N/A
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e):
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[_]
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION:
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Delaware
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NUMBER OF
SHARES
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7
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SOLE VOTING POWER:
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4,892,608
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BENEFICIALLY
OWNED BY
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8
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SHARED VOTING POWER:
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-0-
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EACH
REPORTING
|
9
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SOLE DISPOSITIVE POWER:
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4,892,608
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PERSON WITH
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10
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SHARED DISPOSITIVE POWER:
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-0-
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 4,892,608
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
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[_]
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 1.5%
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14
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TYPE OF REPORTING PERSON:
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CO
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1
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NAME OF REPORTING PERSON:
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||||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
|
(a) [_]
(b) [x]
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|||||
3
|
SEC USE ONLY
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||||||
4
|
SOURCE OF FUNDS:
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N/A
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
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[_]
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|||||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION:
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New York
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NUMBER OF
SHARES
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7
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SOLE VOTING POWER:
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2,875,491
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BENEFICIALLY
OWNED BY
|
8
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SHARED VOTING POWER:
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-0-
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||||
EACH
REPORTING
|
9
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SOLE DISPOSITIVE POWER:
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2,875,491
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||||
PERSON WITH
|
10
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SHARED DISPOSITIVE POWER:
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-0-
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||||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 2,875,491
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
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[_]
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0.9%
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14
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TYPE OF REPORTING PERSON:
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OO
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1
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NAME OF REPORTING PERSON:
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Dogwood Trust
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
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(a) [_]
(b) [x]
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3
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SEC USE ONLY
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||||||
4
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SOURCE OF FUNDS:
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N/A
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e):
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[_]
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION:
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New York
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NUMBER OF
SHARES
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7
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SOLE VOTING POWER:
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2,875,491
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BENEFICIALLY
OWNED BY
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8
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SHARED VOTING POWER:
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-0-
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EACH
REPORTING
|
9
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SOLE DISPOSITIVE POWER:
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2,875,491
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PERSON WITH
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10
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SHARED DISPOSITIVE POWER:
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-0-
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 2,875,491
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
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[_]
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0.9%
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14
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TYPE OF REPORTING PERSON:
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OO
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1
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NAME OF REPORTING PERSON:
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||||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
|
(a) [_]
(b) [x]
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3
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SEC USE ONLY
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||||||
4
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SOURCE OF FUNDS:
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N/A
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
|
[_]
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION:
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New York
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NUMBER OF
SHARES
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7
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SOLE VOTING POWER:
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9,464,446
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BENEFICIALLY
OWNED BY
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8
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SHARED VOTING POWER:
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-0-
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EACH
REPORTING
|
9
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SOLE DISPOSITIVE POWER:
|
9,464,446
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PERSON WITH
|
10
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SHARED DISPOSITIVE POWER:
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-0-
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 9,464,446
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
|
[_]
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 2.9%
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14
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TYPE OF REPORTING PERSON:
|
OO
|
1
|
NAME OF REPORTING PERSON:
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||||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
|
(a) [_]
(b) [x]
|
|||||
3
|
SEC USE ONLY
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||||||
4
|
SOURCE OF FUNDS:
|
N/A
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
|
[_]
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION:
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Ohio
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NUMBER OF
SHARES
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7
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SOLE VOTING POWER:
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478,115
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BENEFICIALLY
OWNED BY
|
8
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SHARED VOTING POWER:
|
-0-
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EACH
REPORTING
|
9
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SOLE DISPOSITIVE POWER:
|
478,115
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PERSON WITH
|
10
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SHARED DISPOSITIVE POWER:
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-0-
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 478,115
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
|
[_]
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0.1%
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14
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TYPE OF REPORTING PERSON:
|
OO
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Person
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Number of Shares
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Percent
of Class
|
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52,864,807 (1)(3)(4)(5)(6)(7)(8)(9)(10)
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16.3%
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11,196,541 (2)(5)(8)(10)
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3.5%
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Wexner Personal Holdings Corporation
|
4,892,608 (3)
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1.5%
|
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The Concierge Trust
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0 (4)
|
-
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Whitebarn GRAT
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0 (5)
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-
|
|
The Acorn Trust
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0 (6)
|
-
|
|
Cyprus Trust
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2,875,491 (7)
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0.9%
|
|
Dogwood Trust
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2,875,491 (8)
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0.9%
|
|
The Linden Trust
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9,464,446 (9)
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2.9%
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The Wexner Children’s Trust II
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478,115 (10)
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0.1%
|
(1)
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Includes: 1,427,978 shares held in Limited Brands Savings and Retirement Plan for Mr. Wexner’s account (as of August 31, 2010) over which Mr. Wexner exercises dispositive but not voting control; and 1,922,058 shares issuable within approximately 60 days upon exercise of outstanding options held by Mr. Wexner. Also includes 7,842,935 shares (including 2,192 shares issuable within approximately 60 days upon exercise of outstanding options) beneficially owned by Abigail S. Wexner, Mr. Wexner’s wife, as to which Mr. Wexner may be deemed to share the power to vote and direct the disposition.
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(2)
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Includes 2,192 shares issuable within approximately 60 days upon exercise of outstanding options held by Mrs. Wexner. The power to vote or direct the disposition of the shares beneficially owned by Mrs. Wexner may be deemed to be shared with her husband, Leslie H. Wexner. Excludes 42,146,381 shares beneficially owned by Leslie H. Wexner, Mrs. Wexner’s husband, as to which Mrs. Wexner disclaims beneficial ownership.
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(3)
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Power to vote or direct the disposition of the 4,892,608 shares held by Leslie H. Wexner as the sole stockholder, director and officer of Wexner Personal Holdings Corporation.
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(4)
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Power to vote or direct the disposition of the 0 shares held by Leslie H. Wexner as the sole trustee of The Concierge Trust.
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(5)
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Power to vote or direct the disposition of the 0 shares held by Whitebarn GRAT may be deemed to be shared by Leslie H. Wexner and its two trustees, Abigail S. Wexner and Dennis S. Hersch.
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(6)
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Power to vote or direct the disposition of the 0 shares held by The Acorn Trust may be deemed to be shared by Leslie H. Wexner and Dennis S. Hersch, who is the sole trustee.
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(7)
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Power to vote or direct the disposition of the 2,875,491 shares held by Cyprus Trust may be deemed to be shared by Leslie H. Wexner and Dennis S. Hersch, who is the sole trustee.
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(8)
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Power to vote or direct the disposition of the 2,875,491shares held by Dogwood Trust may be deemed to be shared by Leslie H. Wexner and its two trustees, Abigail S. Wexner and Dennis S. Hersch.
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(9)
|
Power to vote or direct the disposition of the 9,464,446 shares held by The Linden Trust may be deemed to be shared by Leslie H. Wexner and Dennis S. Hersch, who is the sole trustee.
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(10)
|
Power to vote or direct the disposition of the 478,115 shares held by The Wexner Children’s Trust II may be deemed to be shared by Leslie H. Wexner and its trustee, Abigail S. Wexner.
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Person
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Date of
Transaction
|
Amount of
Securities
|
Price per
Share
|
Where and
How Effected
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The Wexner Children’s Trust II
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09/08/2010
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2,000,000 shares
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$25.37
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sale to broker-dealer
|
Cyprus Trust
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09/08/2010
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1,250,000 shares
|
$25.37
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sale to broker-dealer
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Dogwood Trust
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09/08/2010
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1,250,000 shares
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$25.37
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sale to broker-dealer
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Item 6.
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Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
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Exhibit 1
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Joint Filing Agreement by and among Leslie H. Wexner, Abigail S. Wexner, Wexner Personal Holdings Corporation, Cyprus Trust, Dogwood Trust, The Linden Trust, and The Wexner Children’s Trust II, dated September 8, 2010.
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Dated: September 8, 2010
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/s/ Leslie H. Wexner
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WEXNER PERSONAL HOLDINGS CORPORATION
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By:
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/s/ Leslie H. Wexner
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Name:
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Title:
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President
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CYPRUS TRUST
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By:
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/s/ Dennis S. Hersch
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Dennis S. Hersch, Trustee
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DOGWOOD TRUST
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By:
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/s/ Dennis S. Hersch
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Dennis S. Hersch, Trustee
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THE LINDEN TRUST
|
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By:
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/s/ Dennis S. Hersch
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Dennis S. Hersch, Trustee
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THE WEXNER CHILDREN’S TRUST II
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By:
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Abigail S. Wexner, Trustee
|
Joint Filing Agreement by and among Leslie H. Wexner, Abigail S. Wexner, Wexner Personal Holdings Corporation, Cyprus Trust, Dogwood Trust, The Linden Trust, and The Wexner Children’s Trust II, dated September 8, 2010
|
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Dated: September 8, 2010
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/s/ Leslie H. Wexner
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WEXNER PERSONAL HOLDINGS CORPORATION
|
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By:
|
/s/ Leslie H. Wexner
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Name:
|
||||
Title:
|
President
|
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CYPRUS TRUST
|
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By:
|
/s/ Dennis S. Hersch
|
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Dennis S. Hersch, Trustee
|
||||
DOGWOOD TRUST
|
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By:
|
/s/ Dennis S. Hersch
|
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Dennis S. Hersch, Trustee
|
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THE LINDEN TRUST
|
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By:
|
/s/ Dennis S. Hersch
|
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Dennis S. Hersch, Trustee
|
||||
THE WEXNER CHILDREN’S TRUST II
|
||||
By:
|
||||
Abigail S. Wexner, Trustee
|
This ‘SC 13D/A’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 9/8/10 | 4, 4/A | ||
8/31/10 | ||||
8/27/10 | ||||
8/2/10 | 4 | |||
7/31/10 | 10-Q | |||
6/9/10 | ||||
4/21/10 | 424B3, 8-K | |||
4/12/10 | ||||
2/12/10 | SC 13G/A | |||
12/28/09 | ||||
List all Filings |