Waters Martin P

SEC source: 0001225208-24-004464 · doc4.xml · nonDerivative · entry 2

Waters Martin P · CIK 0001674661 · Director · CEO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 453,990

SEC source: 0001225208-24-004464 · doc4.xml · nonDerivative · entry 1

Waters Martin P · CIK 0001674661 · Director · CEO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 489,674

F1 · shares: The reported acquired securities represent shares issued in settlement of performance share units granted on February 5, 2021, for which the Human Capital and Compensation Committee has certified achievement of performance.

SEC source: 0001225208-24-004365 · doc4.xml · nonDerivative · entry 1

Waters Martin P · CIK 0001674661 · Director · CEO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 419,773

SEC source: 0001225208-24-004322 · doc4.xml · nonDerivative · entry 1

Waters Martin P · CIK 0001674661 · Director · CEO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 243,019

SEC source: 0001225208-23-010957 · doc4.xml · nonDerivative · entry 1

Waters Martin P · CIK 0001674661 · Director · CEO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 260,372

SEC source: 0001225208-23-005067 · doc4.xml · nonDerivative · entry 1

Waters Martin P · CIK 0001674661 · Director · CEO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 279,613

SEC source: 0001225208-23-004212 · doc4.xml · nonDerivative · entry 1

Waters Martin P · CIK 0001674661 · Director · CEO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 285,995

SEC source: 0001225208-23-004137 · doc4.xml · nonDerivative · entry 2

Waters Martin P · CIK 0001674661 · Director · CEO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 290,300

SEC source: 0001225208-23-004137 · doc4.xml · nonDerivative · entry 1

Waters Martin P · CIK 0001674661 · Director · CEO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 295,664

SEC source: 0001225208-22-006109 · doc4.xml · nonDerivative · entry 1

Waters Martin P · CIK 0001674661 · Director · CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 217,691

SEC source: 0001225208-22-005391 · doc4.xml · nonDerivative · entry 1

Waters Martin P · CIK 0001674661 · Director · CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 224,478

SEC source: 0001225208-22-005232 · doc4.xml · nonDerivative · entry 1

Waters Martin P · CIK 0001674661 · Director · CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 235,390

SEC source: 0001225208-22-005010 · doc4.xml · nonDerivative · entry 1

Waters Martin P · CIK 0001674661 · Director · CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 286,994

SEC source: 0001225208-22-004902 · doc4.xml · nonDerivative · entry 1

Waters Martin P · CIK 0001674661 · Director · CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 291,574

SEC source: 0001225208-22-004406 · doc4.xml · derivative · entry 9

Waters Martin P · CIK 0001674661 · Director · CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 45,078 shares

Expires 2022-03-30

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001225208-22-004406 · doc4.xml · derivative · entry 8

Waters Martin P · CIK 0001674661 · Director · CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 46,215 shares

Expires 2023-03-29

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001225208-22-004406 · doc4.xml · nonDerivative · entry 6

Waters Martin P · CIK 0001674661 · Director · CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 230,243

F3 · price: Price represents a weighted average of the sale price. Shares were sold at prices ranging from $46.82 to $47.75. 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.

SEC source: 0001225208-22-004406 · doc4.xml · nonDerivative · entry 5

Waters Martin P · CIK 0001674661 · Director · CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 257,488

F2 · price: Price represents a weighted average of the sale price. Shares were sold at prices ranging from $45.82 to $46.81. 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.

SEC source: 0001225208-22-004406 · doc4.xml · nonDerivative · entry 4

Waters Martin P · CIK 0001674661 · Director · CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 283,971

F1 · price: Price represents a weighted average of the sale price. Shares were sold at prices ranging from $44.81 to $45.745. 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.

SEC source: 0001225208-22-004406 · doc4.xml · nonDerivative · entry 3

Waters Martin P · CIK 0001674661 · Director · CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 305,546

SEC source: 0001225208-22-004406 · doc4.xml · nonDerivative · entry 2

Waters Martin P · CIK 0001674661 · Director · CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 314,989

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001225208-22-004406 · doc4.xml · nonDerivative · entry 1

Waters Martin P · CIK 0001674661 · Director · CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 269,911

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001225208-22-004709 · doc4a.xml · nonDerivative · entry 1

Waters Martin P · CIK 0001674661 · Director · CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 244,963

F1 · shares: Each stock option is partially comprised of an ISO and a NQSO. The reported amount reflects 9,443 shares withheld to cover the exercise price with respect to 15,990 ISOs and 60,583 shares withheld to cover the exercise price and required tax withholding with respect to 75,303 NQSOs.

F2 · balance_after: This report is being filed to amend the Form 4 filed on March 9, 2022 (the "Original Form 4") in connection with the Reporting Person's exercise of stock options, which Original Form 4 reflected the exercise and market sale in full of the NQSOs. As reflected herein, all of the NQSOs exercised by the Reporting Person on March 7, 2022 were net settled with the issuer to cover the exercise price and required tax withholding. In this regard, the Reporting Person has received and retained 21,267 shares of Common Stock in connection with the Reporting Person's net exercise of the 91,293 stock options.

SEC source: 0000950103-21-012003 · dp155922_4-waters.xml · derivative · entry 11

Waters Martin P · CIK 0001674661 · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 42,459

Underlying: Common Stock · 42,459 shares

Expires 2029-03-28

F1 · date: On August 2, 2021, Bath & Body Works, Inc. (f/k/a L Brands, Inc.) ("BBW") completed a prorata spinoff distribution ("Distribution") of all of its shares of Victoria's Secret & Co. ("VS") common stock, par value $0.01 per share ("VS Common Stock"), to the holders of record of BBW common stock, par value $0.50 per share ("BBW Common Stock"), on July 22, 2021 ("Record Date"). In connection with the Distribution, pursuant to the terms of the Employee Matters Agreement, dated as of August 2, 2021, by and between BBW and VS ("EMA"), all outstanding equity awards with respect to BBW Common Stock held by the Reporting Person were equitably adjusted and converted into equity awards with respect to VS Common Stock, with such equitable adjustments determined based on (i) the closing price of a share of BBW Common Stock on the close of trading on August 2, 2021 and (ii) the opening price of a share of VS Common Stock on August 3, 2021.

F5 · shares: Represents the grant of stock options to purchase VS Common Stock ("VS Options") upon the conversion of stock options to purchase BBW Common Stock ("BBW Options"), in accordance with the terms of the EMA and the anti-dilution adjustment provisions under the BBW Stock Plans, in connection with the Distribution. The VS Options were granted pursuant to the VS Stock Plan in a manner intended to preserve the aggregate intrinsic value of the awards, and are generally subject to the same terms and conditions (including vesting, exercise and expiration schedules) as applicable to the corresponding BBW Options.

F5 · price: Represents the grant of stock options to purchase VS Common Stock ("VS Options") upon the conversion of stock options to purchase BBW Common Stock ("BBW Options"), in accordance with the terms of the EMA and the anti-dilution adjustment provisions under the BBW Stock Plans, in connection with the Distribution. The VS Options were granted pursuant to the VS Stock Plan in a manner intended to preserve the aggregate intrinsic value of the awards, and are generally subject to the same terms and conditions (including vesting, exercise and expiration schedules) as applicable to the corresponding BBW Options.

F9 · derivative.exercise_date: This option vests as follows: 28,305 are fully vested and exercisable and 14,154 shares vest on March 28, 2022.

SEC source: 0000950103-21-012003 · dp155922_4-waters.xml · derivative · entry 10

Waters Martin P · CIK 0001674661 · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 29,302

Underlying: Common Stock · 29,302 shares

Expires 2028-03-21

F1 · date: On August 2, 2021, Bath & Body Works, Inc. (f/k/a L Brands, Inc.) ("BBW") completed a prorata spinoff distribution ("Distribution") of all of its shares of Victoria's Secret & Co. ("VS") common stock, par value $0.01 per share ("VS Common Stock"), to the holders of record of BBW common stock, par value $0.50 per share ("BBW Common Stock"), on July 22, 2021 ("Record Date"). In connection with the Distribution, pursuant to the terms of the Employee Matters Agreement, dated as of August 2, 2021, by and between BBW and VS ("EMA"), all outstanding equity awards with respect to BBW Common Stock held by the Reporting Person were equitably adjusted and converted into equity awards with respect to VS Common Stock, with such equitable adjustments determined based on (i) the closing price of a share of BBW Common Stock on the close of trading on August 2, 2021 and (ii) the opening price of a share of VS Common Stock on August 3, 2021.

F5 · shares: Represents the grant of stock options to purchase VS Common Stock ("VS Options") upon the conversion of stock options to purchase BBW Common Stock ("BBW Options"), in accordance with the terms of the EMA and the anti-dilution adjustment provisions under the BBW Stock Plans, in connection with the Distribution. The VS Options were granted pursuant to the VS Stock Plan in a manner intended to preserve the aggregate intrinsic value of the awards, and are generally subject to the same terms and conditions (including vesting, exercise and expiration schedules) as applicable to the corresponding BBW Options.

F5 · price: Represents the grant of stock options to purchase VS Common Stock ("VS Options") upon the conversion of stock options to purchase BBW Common Stock ("BBW Options"), in accordance with the terms of the EMA and the anti-dilution adjustment provisions under the BBW Stock Plans, in connection with the Distribution. The VS Options were granted pursuant to the VS Stock Plan in a manner intended to preserve the aggregate intrinsic value of the awards, and are generally subject to the same terms and conditions (including vesting, exercise and expiration schedules) as applicable to the corresponding BBW Options.

F8 · derivative.exercise_date: This option vests as follows: 11,720 shares are fully vested and exercisable, 8,791 shares vest on March 21, 2022 and 8,791 shares vest on March 21, 2023.

SEC source: 0000950103-21-012003 · dp155922_4-waters.xml · derivative · entry 9

Waters Martin P · CIK 0001674661 · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 23,861

Underlying: Common Stock · 23,861 shares

Expires 2027-03-31

F1 · date: On August 2, 2021, Bath & Body Works, Inc. (f/k/a L Brands, Inc.) ("BBW") completed a prorata spinoff distribution ("Distribution") of all of its shares of Victoria's Secret & Co. ("VS") common stock, par value $0.01 per share ("VS Common Stock"), to the holders of record of BBW common stock, par value $0.50 per share ("BBW Common Stock"), on July 22, 2021 ("Record Date"). In connection with the Distribution, pursuant to the terms of the Employee Matters Agreement, dated as of August 2, 2021, by and between BBW and VS ("EMA"), all outstanding equity awards with respect to BBW Common Stock held by the Reporting Person were equitably adjusted and converted into equity awards with respect to VS Common Stock, with such equitable adjustments determined based on (i) the closing price of a share of BBW Common Stock on the close of trading on August 2, 2021 and (ii) the opening price of a share of VS Common Stock on August 3, 2021.

F5 · shares: Represents the grant of stock options to purchase VS Common Stock ("VS Options") upon the conversion of stock options to purchase BBW Common Stock ("BBW Options"), in accordance with the terms of the EMA and the anti-dilution adjustment provisions under the BBW Stock Plans, in connection with the Distribution. The VS Options were granted pursuant to the VS Stock Plan in a manner intended to preserve the aggregate intrinsic value of the awards, and are generally subject to the same terms and conditions (including vesting, exercise and expiration schedules) as applicable to the corresponding BBW Options.

F5 · price: Represents the grant of stock options to purchase VS Common Stock ("VS Options") upon the conversion of stock options to purchase BBW Common Stock ("BBW Options"), in accordance with the terms of the EMA and the anti-dilution adjustment provisions under the BBW Stock Plans, in connection with the Distribution. The VS Options were granted pursuant to the VS Stock Plan in a manner intended to preserve the aggregate intrinsic value of the awards, and are generally subject to the same terms and conditions (including vesting, exercise and expiration schedules) as applicable to the corresponding BBW Options.

F7 · derivative.exercise_date: This option vests as follows: 16,702 shares are fully vested and exercisable, and 7,159 shares vest on March 31, 2022.

SEC source: 0000950103-21-012003 · dp155922_4-waters.xml · derivative · entry 8

Waters Martin P · CIK 0001674661 · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 14,221

Underlying: Common Stock · 14,221 shares

Expires 2026-03-31

F1 · date: On August 2, 2021, Bath & Body Works, Inc. (f/k/a L Brands, Inc.) ("BBW") completed a prorata spinoff distribution ("Distribution") of all of its shares of Victoria's Secret & Co. ("VS") common stock, par value $0.01 per share ("VS Common Stock"), to the holders of record of BBW common stock, par value $0.50 per share ("BBW Common Stock"), on July 22, 2021 ("Record Date"). In connection with the Distribution, pursuant to the terms of the Employee Matters Agreement, dated as of August 2, 2021, by and between BBW and VS ("EMA"), all outstanding equity awards with respect to BBW Common Stock held by the Reporting Person were equitably adjusted and converted into equity awards with respect to VS Common Stock, with such equitable adjustments determined based on (i) the closing price of a share of BBW Common Stock on the close of trading on August 2, 2021 and (ii) the opening price of a share of VS Common Stock on August 3, 2021.

F5 · shares: Represents the grant of stock options to purchase VS Common Stock ("VS Options") upon the conversion of stock options to purchase BBW Common Stock ("BBW Options"), in accordance with the terms of the EMA and the anti-dilution adjustment provisions under the BBW Stock Plans, in connection with the Distribution. The VS Options were granted pursuant to the VS Stock Plan in a manner intended to preserve the aggregate intrinsic value of the awards, and are generally subject to the same terms and conditions (including vesting, exercise and expiration schedules) as applicable to the corresponding BBW Options.

F5 · price: Represents the grant of stock options to purchase VS Common Stock ("VS Options") upon the conversion of stock options to purchase BBW Common Stock ("BBW Options"), in accordance with the terms of the EMA and the anti-dilution adjustment provisions under the BBW Stock Plans, in connection with the Distribution. The VS Options were granted pursuant to the VS Stock Plan in a manner intended to preserve the aggregate intrinsic value of the awards, and are generally subject to the same terms and conditions (including vesting, exercise and expiration schedules) as applicable to the corresponding BBW Options.

F6 · derivative.exercise_date: Fully vested and exercisable.

SEC source: 0000950103-21-012003 · dp155922_4-waters.xml · derivative · entry 7

Waters Martin P · CIK 0001674661 · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 23,285

Underlying: Common Stock · 23,285 shares

Expires 2025-04-02

F1 · date: On August 2, 2021, Bath & Body Works, Inc. (f/k/a L Brands, Inc.) ("BBW") completed a prorata spinoff distribution ("Distribution") of all of its shares of Victoria's Secret & Co. ("VS") common stock, par value $0.01 per share ("VS Common Stock"), to the holders of record of BBW common stock, par value $0.50 per share ("BBW Common Stock"), on July 22, 2021 ("Record Date"). In connection with the Distribution, pursuant to the terms of the Employee Matters Agreement, dated as of August 2, 2021, by and between BBW and VS ("EMA"), all outstanding equity awards with respect to BBW Common Stock held by the Reporting Person were equitably adjusted and converted into equity awards with respect to VS Common Stock, with such equitable adjustments determined based on (i) the closing price of a share of BBW Common Stock on the close of trading on August 2, 2021 and (ii) the opening price of a share of VS Common Stock on August 3, 2021.

F5 · shares: Represents the grant of stock options to purchase VS Common Stock ("VS Options") upon the conversion of stock options to purchase BBW Common Stock ("BBW Options"), in accordance with the terms of the EMA and the anti-dilution adjustment provisions under the BBW Stock Plans, in connection with the Distribution. The VS Options were granted pursuant to the VS Stock Plan in a manner intended to preserve the aggregate intrinsic value of the awards, and are generally subject to the same terms and conditions (including vesting, exercise and expiration schedules) as applicable to the corresponding BBW Options.

F5 · price: Represents the grant of stock options to purchase VS Common Stock ("VS Options") upon the conversion of stock options to purchase BBW Common Stock ("BBW Options"), in accordance with the terms of the EMA and the anti-dilution adjustment provisions under the BBW Stock Plans, in connection with the Distribution. The VS Options were granted pursuant to the VS Stock Plan in a manner intended to preserve the aggregate intrinsic value of the awards, and are generally subject to the same terms and conditions (including vesting, exercise and expiration schedules) as applicable to the corresponding BBW Options.

F6 · derivative.exercise_date: Fully vested and exercisable.

SEC source: 0000950103-21-012003 · dp155922_4-waters.xml · derivative · entry 6

Waters Martin P · CIK 0001674661 · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 35,698

Underlying: Common Stock · 35,698 shares

Expires 2024-03-31

F1 · date: On August 2, 2021, Bath & Body Works, Inc. (f/k/a L Brands, Inc.) ("BBW") completed a prorata spinoff distribution ("Distribution") of all of its shares of Victoria's Secret & Co. ("VS") common stock, par value $0.01 per share ("VS Common Stock"), to the holders of record of BBW common stock, par value $0.50 per share ("BBW Common Stock"), on July 22, 2021 ("Record Date"). In connection with the Distribution, pursuant to the terms of the Employee Matters Agreement, dated as of August 2, 2021, by and between BBW and VS ("EMA"), all outstanding equity awards with respect to BBW Common Stock held by the Reporting Person were equitably adjusted and converted into equity awards with respect to VS Common Stock, with such equitable adjustments determined based on (i) the closing price of a share of BBW Common Stock on the close of trading on August 2, 2021 and (ii) the opening price of a share of VS Common Stock on August 3, 2021.

F5 · shares: Represents the grant of stock options to purchase VS Common Stock ("VS Options") upon the conversion of stock options to purchase BBW Common Stock ("BBW Options"), in accordance with the terms of the EMA and the anti-dilution adjustment provisions under the BBW Stock Plans, in connection with the Distribution. The VS Options were granted pursuant to the VS Stock Plan in a manner intended to preserve the aggregate intrinsic value of the awards, and are generally subject to the same terms and conditions (including vesting, exercise and expiration schedules) as applicable to the corresponding BBW Options.

F5 · price: Represents the grant of stock options to purchase VS Common Stock ("VS Options") upon the conversion of stock options to purchase BBW Common Stock ("BBW Options"), in accordance with the terms of the EMA and the anti-dilution adjustment provisions under the BBW Stock Plans, in connection with the Distribution. The VS Options were granted pursuant to the VS Stock Plan in a manner intended to preserve the aggregate intrinsic value of the awards, and are generally subject to the same terms and conditions (including vesting, exercise and expiration schedules) as applicable to the corresponding BBW Options.

F6 · derivative.exercise_date: Fully vested and exercisable.

SEC source: 0000950103-21-012003 · dp155922_4-waters.xml · derivative · entry 5

Waters Martin P · CIK 0001674661 · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 46,215

Underlying: Common Stock · 46,215 shares

Expires 2023-03-29

F1 · date: On August 2, 2021, Bath & Body Works, Inc. (f/k/a L Brands, Inc.) ("BBW") completed a prorata spinoff distribution ("Distribution") of all of its shares of Victoria's Secret & Co. ("VS") common stock, par value $0.01 per share ("VS Common Stock"), to the holders of record of BBW common stock, par value $0.50 per share ("BBW Common Stock"), on July 22, 2021 ("Record Date"). In connection with the Distribution, pursuant to the terms of the Employee Matters Agreement, dated as of August 2, 2021, by and between BBW and VS ("EMA"), all outstanding equity awards with respect to BBW Common Stock held by the Reporting Person were equitably adjusted and converted into equity awards with respect to VS Common Stock, with such equitable adjustments determined based on (i) the closing price of a share of BBW Common Stock on the close of trading on August 2, 2021 and (ii) the opening price of a share of VS Common Stock on August 3, 2021.

F5 · shares: Represents the grant of stock options to purchase VS Common Stock ("VS Options") upon the conversion of stock options to purchase BBW Common Stock ("BBW Options"), in accordance with the terms of the EMA and the anti-dilution adjustment provisions under the BBW Stock Plans, in connection with the Distribution. The VS Options were granted pursuant to the VS Stock Plan in a manner intended to preserve the aggregate intrinsic value of the awards, and are generally subject to the same terms and conditions (including vesting, exercise and expiration schedules) as applicable to the corresponding BBW Options.

F5 · price: Represents the grant of stock options to purchase VS Common Stock ("VS Options") upon the conversion of stock options to purchase BBW Common Stock ("BBW Options"), in accordance with the terms of the EMA and the anti-dilution adjustment provisions under the BBW Stock Plans, in connection with the Distribution. The VS Options were granted pursuant to the VS Stock Plan in a manner intended to preserve the aggregate intrinsic value of the awards, and are generally subject to the same terms and conditions (including vesting, exercise and expiration schedules) as applicable to the corresponding BBW Options.

F6 · derivative.exercise_date: Fully vested and exercisable.

SEC source: 0000950103-21-012003 · dp155922_4-waters.xml · derivative · entry 4

Waters Martin P · CIK 0001674661 · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 45,078

Underlying: Common Stock · 45,078 shares

Expires 2022-03-30

F1 · date: On August 2, 2021, Bath & Body Works, Inc. (f/k/a L Brands, Inc.) ("BBW") completed a prorata spinoff distribution ("Distribution") of all of its shares of Victoria's Secret & Co. ("VS") common stock, par value $0.01 per share ("VS Common Stock"), to the holders of record of BBW common stock, par value $0.50 per share ("BBW Common Stock"), on July 22, 2021 ("Record Date"). In connection with the Distribution, pursuant to the terms of the Employee Matters Agreement, dated as of August 2, 2021, by and between BBW and VS ("EMA"), all outstanding equity awards with respect to BBW Common Stock held by the Reporting Person were equitably adjusted and converted into equity awards with respect to VS Common Stock, with such equitable adjustments determined based on (i) the closing price of a share of BBW Common Stock on the close of trading on August 2, 2021 and (ii) the opening price of a share of VS Common Stock on August 3, 2021.

F5 · shares: Represents the grant of stock options to purchase VS Common Stock ("VS Options") upon the conversion of stock options to purchase BBW Common Stock ("BBW Options"), in accordance with the terms of the EMA and the anti-dilution adjustment provisions under the BBW Stock Plans, in connection with the Distribution. The VS Options were granted pursuant to the VS Stock Plan in a manner intended to preserve the aggregate intrinsic value of the awards, and are generally subject to the same terms and conditions (including vesting, exercise and expiration schedules) as applicable to the corresponding BBW Options.

F5 · price: Represents the grant of stock options to purchase VS Common Stock ("VS Options") upon the conversion of stock options to purchase BBW Common Stock ("BBW Options"), in accordance with the terms of the EMA and the anti-dilution adjustment provisions under the BBW Stock Plans, in connection with the Distribution. The VS Options were granted pursuant to the VS Stock Plan in a manner intended to preserve the aggregate intrinsic value of the awards, and are generally subject to the same terms and conditions (including vesting, exercise and expiration schedules) as applicable to the corresponding BBW Options.

F6 · derivative.exercise_date: Fully vested and exercisable.

SEC source: 0000950103-21-012003 · dp155922_4-waters.xml · nonDerivative · entry 2

Waters Martin P · CIK 0001674661 · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 223,696

F1 · date: On August 2, 2021, Bath & Body Works, Inc. (f/k/a L Brands, Inc.) ("BBW") completed a prorata spinoff distribution ("Distribution") of all of its shares of Victoria's Secret & Co. ("VS") common stock, par value $0.01 per share ("VS Common Stock"), to the holders of record of BBW common stock, par value $0.50 per share ("BBW Common Stock"), on July 22, 2021 ("Record Date"). In connection with the Distribution, pursuant to the terms of the Employee Matters Agreement, dated as of August 2, 2021, by and between BBW and VS ("EMA"), all outstanding equity awards with respect to BBW Common Stock held by the Reporting Person were equitably adjusted and converted into equity awards with respect to VS Common Stock, with such equitable adjustments determined based on (i) the closing price of a share of BBW Common Stock on the close of trading on August 2, 2021 and (ii) the opening price of a share of VS Common Stock on August 3, 2021.

F4 · shares: Represents the grant of VS RSUs with respect to shares of VS Common Stock upon the conversion of performance-based restricted stock units with respect to shares of BBW Common Stock held by the Reporting Person as of August 2, 2022, in accordance with the terms of the EMA and the anti-dilution adjustment provisions of the BBW Stock Plans in connection with the Distribution. The VS RSUs were granted pursuant to the VS Stock Plan in a manner intended to preserve the aggregate intrinsic value of the awards, and are generally subject to the same terms and conditions as applicable to the corresponding BBW RSUs; however, the performance-based restrictions were determined to have been met at the target performance level, and the VS RSUs are only subject to time-based vesting restrictions.

F4 · price: Represents the grant of VS RSUs with respect to shares of VS Common Stock upon the conversion of performance-based restricted stock units with respect to shares of BBW Common Stock held by the Reporting Person as of August 2, 2022, in accordance with the terms of the EMA and the anti-dilution adjustment provisions of the BBW Stock Plans in connection with the Distribution. The VS RSUs were granted pursuant to the VS Stock Plan in a manner intended to preserve the aggregate intrinsic value of the awards, and are generally subject to the same terms and conditions as applicable to the corresponding BBW RSUs; however, the performance-based restrictions were determined to have been met at the target performance level, and the VS RSUs are only subject to time-based vesting restrictions.

F3 · balance_after: Reflects shares of VS Common Stock received in connection with the Distribution in respect of shares of BBW Common Stock held as of the Record Date.

SEC source: 0000950103-21-012003 · dp155922_4-waters.xml · nonDerivative · entry 1

Waters Martin P · CIK 0001674661 · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 159,106

F1 · date: On August 2, 2021, Bath & Body Works, Inc. (f/k/a L Brands, Inc.) ("BBW") completed a prorata spinoff distribution ("Distribution") of all of its shares of Victoria's Secret & Co. ("VS") common stock, par value $0.01 per share ("VS Common Stock"), to the holders of record of BBW common stock, par value $0.50 per share ("BBW Common Stock"), on July 22, 2021 ("Record Date"). In connection with the Distribution, pursuant to the terms of the Employee Matters Agreement, dated as of August 2, 2021, by and between BBW and VS ("EMA"), all outstanding equity awards with respect to BBW Common Stock held by the Reporting Person were equitably adjusted and converted into equity awards with respect to VS Common Stock, with such equitable adjustments determined based on (i) the closing price of a share of BBW Common Stock on the close of trading on August 2, 2021 and (ii) the opening price of a share of VS Common Stock on August 3, 2021.

F2 · shares: Represents the grant of restricted stock units ("VS RSUs") with respect to shares of VS Common Stock upon the conversion of restricted stock units with respect to shares of BBW Common Stock held by the Reporting Person as of August 2, 2021, in accordance with the terms of EMA and the anti-dilution adjustment provisions under the L Brands Inc. 2011 Stock Option and Performance Incentive Plan, 2015 Stock Option and Performance Incentive Plan and 2020 Stock Option and Performance Incentive Plan ("BBW Stock Plans"), in connection with the Distribution. The VS RSUs were granted pursuant to the Victoria's Secret & Co. 2021 Stock Option and Performance Incentive Plan ("VS Stock Plan") in a manner intended to preserve the aggregate intrinsic value of the awards, and are generally subject to the same terms and conditions (including vesting and payment schedules) as applicable to the corresponding BBW restricted stock units ("BBW RSUs").

F2 · price: Represents the grant of restricted stock units ("VS RSUs") with respect to shares of VS Common Stock upon the conversion of restricted stock units with respect to shares of BBW Common Stock held by the Reporting Person as of August 2, 2021, in accordance with the terms of EMA and the anti-dilution adjustment provisions under the L Brands Inc. 2011 Stock Option and Performance Incentive Plan, 2015 Stock Option and Performance Incentive Plan and 2020 Stock Option and Performance Incentive Plan ("BBW Stock Plans"), in connection with the Distribution. The VS RSUs were granted pursuant to the Victoria's Secret & Co. 2021 Stock Option and Performance Incentive Plan ("VS Stock Plan") in a manner intended to preserve the aggregate intrinsic value of the awards, and are generally subject to the same terms and conditions (including vesting and payment schedules) as applicable to the corresponding BBW restricted stock units ("BBW RSUs").

F3 · balance_after: Reflects shares of VS Common Stock received in connection with the Distribution in respect of shares of BBW Common Stock held as of the Record Date.

SEC source: 0001225208-18-009570 · doc4.xml · derivative · entry 3

Waters Martin P · CIK 0001674661 · Pres, L Brands International

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 25,520

Underlying: Common Stock, $0.50 par value · 1,608 shares

Expires not disclosed

F1 · derivative.exercise_price: Each deferred share unit represents a contingent right to receive one share of L Brands, Inc. common stock.

F2 · derivative.exercise_date: The deferred share units are fully vested and will be delivered to the reporting person upon termination of employment with L Brands, Inc.

F2 · derivative.expiration_date: The deferred share units are fully vested and will be delivered to the reporting person upon termination of employment with L Brands, Inc.

SEC source: 0001225208-18-009570 · doc4.xml · nonDerivative · entry 2

Waters Martin P · CIK 0001674661 · Pres, L Brands International

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 53,258

SEC source: 0001225208-18-009570 · doc4.xml · nonDerivative · entry 1

Waters Martin P · CIK 0001674661 · Pres, L Brands International

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 67,200

SEC source: 0001225208-18-006635 · doc4.xml · derivative · entry 1

Waters Martin P · CIK 0001674661 · Pres, L Brands International

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 17,599

Underlying: Common Stock, $0.50 par value · 17,599 shares

Expires 2028-03-21

SEC source: 0001225208-18-006010 · doc4.xml · nonDerivative · entry 1

Waters Martin P · CIK 0001674661 · Pres, L Brands International

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 36,970

SEC source: 0001225208-17-014436 · doc4.xml · nonDerivative · entry 1

Waters Martin P · CIK 0001674661 · Pres, L Brands International

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 37,157

SEC source: 0001225208-17-010144 · doc4.xml · derivative · entry 3

Waters Martin P · CIK 0001674661 · Pres, L Brands International

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 22,775

Underlying: Common Stock, $0.50 par value · 1,073 shares

Expires not disclosed

F1 · derivative.exercise_price: Each deferred share unit represents a contingent right to receive one share of Limited Brands, Inc. common stock.

F2 · derivative.exercise_date: The deferred share units are fully vested and will be delivered to the reporting person upon termination of employment with L Brands, Inc.

F2 · derivative.expiration_date: The deferred share units are fully vested and will be delivered to the reporting person upon termination of employment with L Brands, Inc.

SEC source: 0001225208-17-010144 · doc4.xml · nonDerivative · entry 2

Waters Martin P · CIK 0001674661 · Pres, L Brands International

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 37,366

SEC source: 0001225208-17-010144 · doc4.xml · nonDerivative · entry 1

Waters Martin P · CIK 0001674661 · Pres, L Brands International

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 58,091

SEC source: 0001225208-17-007415 · doc4.xml · derivative · entry 1

Waters Martin P · CIK 0001674661 · Pres, L Brands International

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 14,331

Underlying: Common Stock, $0.50 par value · 14,331 shares

Expires 2017-03-31

F1 · derivative.exercise_date: 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.

SEC source: 0001225208-17-004877 · doc4.xml · nonDerivative · entry 2

Waters Martin P · CIK 0001674661 · Pres, L Brands International

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 14,040

SEC source: 0001225208-17-004877 · doc4.xml · nonDerivative · entry 1

Waters Martin P · CIK 0001674661 · Pres, L Brands International

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 59,029