| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | VSCO | Common Stock | Award | +27.5K | +209.16% | 40.7K | Aug 3, 2021 | Direct | F1, F2, F3 | ||
| transaction | VSCO | Common Stock | Award | +16.4K | +40.27% | 57K | Aug 3, 2021 | Direct | F1, F3, F4 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | VSCO | Stock Option (Right to Buy) | Award | +7.93K | 7.93K | Aug 3, 2021 | Common Stock | 7.93K | $49.62 | Direct | F1, F5, F6 | |||
| transaction | VSCO | Stock Option (Right to Buy) | Award | +14.2K | 14.2K | Aug 3, 2021 | Common Stock | 14.2K | $52.74 | Direct | F1, F5, F6 | |||
| transaction | VSCO | Stock Option (Right to Buy) | Award | +7.37K | 7.37K | Aug 3, 2021 | Common Stock | 7.37K | $28.29 | Direct | F1, F5, F7 | |||
| transaction | VSCO | Stock Option (Right to Buy) | Award | +5.85K | 5.85K | Aug 3, 2021 | Common Stock | 5.85K | $23.68 | Direct | F1, F5, F6 | |||
| transaction | VSCO | Stock Option (Right to Buy) | Award | +17.2K | 17.2K | Aug 3, 2021 | Common Stock | 17.2K | $16.78 | Direct | F1, F5, F8 | |||
| transaction | VSCO | Stock Option (Right to Buy) | Award | +17K | 17K | Aug 3, 2021 | Common Stock | 17K | $36.20 | Direct | F1, F5, F9 |
| Id | Content |
|---|---|
| F1 | 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 | 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 | 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. |
| F4 | 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. |
| F5 | 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 | Fully vested and exercisable. |
| F7 | This option vests as follows: 1,603 are fully vested and exercisable and 5,768 shares vest on March 31, 2022. |
| F8 | This option vests as follows: 11,472 are fully vested and exercisable and 5,736 shares vest on March 28, 2022. |
| F9 | This option vests as follows: 8,495 shares vest on March 16, 2023 and 8,494 shares vest on March 16, 2024. |