SEC Form 4 · accession 0001140361-16-049229
Bath & Body Works, Inc. · BBWI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Leslie H. Wexner
Officer — Chairman and CEO · Director · 10% Owner
Abigail S Wexner
Director
Period of report
Jan 27, 2016
Accepted (ET)
Jan 29, 2016 · 5:00 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000701985
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3,F4 | Dec 22, 2015 | G | 450,000 | — | D | 15,865,006 | D | |
| Common StockF1,F2,F3,F4 | Jan 27, 2016 | M | 89,365 | — | A | 15,954,371 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF5,F7,F1,F2,F4,F8 | — | Jan 27, 2016 | M | 89,365 | D | — | — | Common Stock | 89,365 | 0 | D |
| Stock option (right to buy)F1,F2,F4,F10 | $93.97 | Jan 27, 2016 | A | 127,700 | A | — | Jan 27, 2026 | Common Stock | 127,700 | 127,700 | D |
Explanation of responses
- F1Not applicable.
- F10The option vests in installments as follows: 1/27/2018 - 25,540 shares; 1/27/2019 - 25,540 shares; 1/27/2020 - 38,310 shares; and 1/27/2021 - 38,310 shares, subject to earlier forfeiture or acceleration.
- F2Owned by Leslie H. Wexner ("Mr. Wexner") directly. Owned by Abigail S. Wexner ("Mrs. Wexner") indirectly, through Mr. Wexner.
- F3See 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.
- F4Mr. Wexner and Mrs. Wexner disclaim beneficial ownership of all indirectly owned securities reported on this Form in excess of their respective pecuniary interests therein.
- F5The performance condition of a performance-based restricted share unit ("RSU") award previously granted to Mr. Wexner by the Issuer was satisfied on February 24, 2012, and then the RSUs vest generally based on his continued employment. The RSUs confer no voting rights and may not be sold until they automatically settle for an equivalent number of shares of common stock of the Issuer on the vesting date or dates.
- F6A portion of the RSUs vested on January 27, 2016.
- F7Reflects adjustments from antidilution etc. pursuant to the Issuer's stock plan.
- F8Vests in installments as follows, reflecting adjustments from antidilution etc. pursuant to the Issuer's incentive plan: 1/27/2013 - 57,241 shares; 1/27/2014 - 57,241 shares; 1/27/2015 - 87,443 shares; and 1/27/2016 - 89,365 shares, subject to earlier forfeiture or acceleration.
- F9Stock option granted to Mr. Wexner.