Martin P. Waters - Mar 7, 2022 Form 4/A - Amendment Insider Report for Victoria's Secret & Co. (VSCO)

Role: CEO, Director
Signature: Robert J. Tannous, Attorney-in-Fact
Stock symbol: VSCO
Transactions as of: Mar 7, 2022
Transactions value $: -$2,964,901
Form type: 4/A - Amendment
Date filed: 3/14/2022, 09:08 PM
Date Of Original Report: Mar 9, 2022
Previous filing: Aug 5, 2021
Next filing: Mar 18, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	VSCO	Common Stock	Tax liability	-$2.96M	-70K	-22.23%	$42.34	245K	Mar 7, 2022	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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	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.

Content

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.

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.