SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* JOHNSON TIMOTHY A (Last) (First) (Middle) 4 LIMITED PARKWAY EAST (Street) REYNOLDSBURG OH 43068 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Victoria's Secret & Co. [ VSCO ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Chief Financial Officer
	3. Date of Earliest Transaction (Month/Day/Year) 08/03/2021
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/03/2021(1)		A		36,637(2)	A	(2)	36,637	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. 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.

2. 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").

	/s/ Melinda McAfee as attorney-in-fact for Timothy Johnson	08/05/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** 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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