Amendment: SEC Form SCHEDULE 13D/A filed by Victorias Secret & Co.
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Clothing/Shoe/Accessory Stores
Consumer Discretionary
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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Victoria's Secret & Co. (Name of Issuer) |
Common Stock, par value $0.01 per share (Title of Class of Securities) |
926400102 (CUSIP Number) |
BRETT BLUNDY BBRC INTERNATIONAL PTE LIMITED, 3 Phillip Street #09-05 Royal Group Buil Singapore, U0, 048693 61 2 9285 6700 Scott Lesmes Morrison & Foerster LLP, 2100 L Street, NW, Suite 900 Washington, DC, 20037 (202) 887-1500 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/28/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 926400102 |
| 1 |
Name of reporting person
BBFIT INVESTMENTS PTE LTD | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
SINGAPORE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
10,098,031.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
12.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| CUSIP No. | 926400102 |
| 1 |
Name of reporting person
THE BB FAMILY INTERNATIONAL TRUST | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF, WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
SINGAPORE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
10,098,131.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
12.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. | 926400102 |
| 1 |
Name of reporting person
BBRC INTERNATIONAL PTE LTD | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
SINGAPORE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
10,098,131.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
12.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| CUSIP No. | 926400102 |
| 1 |
Name of reporting person
BRETT BLUNDY | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
AUSTRALIA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
10,098,131.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
12.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.01 per share | |
| (b) | Name of Issuer:
Victoria's Secret & Co. | |
| (c) | Address of Issuer's Principal Executive Offices:
4 Limited Parkway East, Reynoldsburg,
OHIO
, 43068. | |
Item 1 Comment:
EXPLANATORY NOTE
This Amendment No. 2 to Schedule 13D (this "Amendment No. 2") amends and supplements the Schedule 13D filed on February 1, 2024, as amended by Amendment No. 1 filed on March 12, 2025 (collectively, the "Schedule 13D") relating to the common stock, par value $0.01 per share (the "Common Stock"), of Victoria's Secret & Co. (the "Issuer"), a Delaware corporation. Except as specifically provided herein, this Amendment No. 2 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings assigned to such terms in the Schedule 13D. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Schedule 13D is hereby amended and supplemented as follows:
On March 12, 2025, BBFIT purchased 80,328 shares of Common Stock, each in open market transactions at prices ranging from $16.62 to $16.85 per share (a weighted-average price of $16.782 per share).
On March 13, 2025, BBFIT purchased 49,313 shares of Common Stock, each in open market transactions at prices ranging from $16.935 to $17.00 per share (a weighted-average price of $16.991 per share).
On March 26, 2025, BBFIT purchased 85,145 shares of Common Stock, each in open market transactions at prices ranging from $19.35 to $19.50 per share (a weighted-average price of $19.4733 per share).
On March 27, 2025, BBFIT purchased 124,326 shares of Common Stock, each in open market transactions at prices ranging from $19.20 to $19.50 per share (a weighted-average price of $19.4633 per share).
On March 28, 2025, BBFIT purchased 584,000 shares of Common Stock, each in open market transactions at prices ranging from $18.155 to $19.39 per share (a weighted-average price of $18.4828 per share).
All purchases of the securities described herein were for cash and were funded by working capital of BBFIT. The Reporting Persons undertake to provide to the Issuer or the staff of the U.S. Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this Item 3. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The aggregate percentage of Shares reported owned by each person named herein is based upon 78,888,589 Shares outstanding as of March 14, 2025, which is the total number of Shares outstanding as reported in the Issuer's annual report on Form 10-K filed with the SEC on March 21, 2025.
As of the date hereof, BBFIT directly beneficially owned 10,098,031 Shares, constituting approximately 12.8% of the Shares outstanding.
As of the date hereof, BB Family Trust directly beneficially owned 100 Shares, constituting less than one percent of the Shares outstanding. BB Family Trust, as the sole shareholder of BBFIT, may be deemed to beneficially own the 10,098,031 Shares owned by BBFIT, which, together with the Shares it beneficially owns directly, constitutes an aggregate of 10,098,131 Shares, constituting approximately 12.8% of the Shares outstanding.
BBRC International, as the trustee of BB Family Trust, may be deemed to beneficially own the 10,098,131 Shares owned in the aggregate by BBFIT and BB Family Trust, constituting approximately 12.8% of the Shares outstanding. Mr. Blundy, as a Director and sole shareholder of BBRC International, may be deemed to beneficially own the 10,098,131 Shares owned in the aggregate by BBFIT and BB Family Trust, constituting approximately 12.8% of the Shares outstanding.
The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own. | |
| (c) | The information set forth in Item 3 above is as of April 1, 2025 and is incorporated by reference. Except as set forth herein, none of the Reporting Persons has effected any transactions with respect to the securities of the Issuer during the past sixty days. | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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