Waters Martin P's Form 4/A amendment
AmendedVictoria's Secret & Co. (VSXY) · filed Mar 14, 2022
- Accession no.
- 0001225208-22-004709
- Filed
- Mar 14, 2022
- Trade date
- Mar 7, 2022
- Filing delay
- 7 days
- Rule 10b5-1 plan
- Not on the form (before 2023)
- Original filed
- Mar 9, 2022
This filing lists 1 non-derivative transaction. It carries over 7 transactions from the original filing that it did not restate. Open-market sales total $3.50M. It was filed 7 days after the trade.
This amendment restates part of 0001225208-22-004406 (filed Mar 9, 2022). The transactions it did not restate still count and are listed below.
Reporting owners
A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.
| Owner | Relationship to the company |
|---|---|
| Waters Martin PCIK 0001674661 | Director, Officer (CEO) |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Mar 7, 2022 | Common Stock | FTax withholdingDisposed | −70,026 | $42.34 | −$2,964,900.84 | 244,963 | Direct |
Carried over from the original filing
This amendment restates only part of the original filing. The original's other transactions still stand, and the trade tables on Livermore count them under this amendment.
From 0001225208-22-004406 (filed Mar 9, 2022).
Non-derivative securities (Table I)
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Mar 7, 2022 | Common Stock | MOption exerciseAcquired | +46,215 | $25.15 | +$1,162,307.25 | 269,911 | Direct | |
| Mar 7, 2022 | Common Stock | MOption exerciseAcquired | +45,078 | $24.95 | +$1,124,696.1 | 314,989 | Direct | |
| Mar 7, 2022 | Common Stock | SSaleDisposed | −21,575 | $45.36F1 | −$978,642 | 283,971 | Direct | |
| Mar 7, 2022 | Common Stock | SSaleDisposed | −26,483 | $46.58F2 | −$1,233,578.14 | 257,488 | Direct | |
| Mar 7, 2022 | Common Stock | SSaleDisposed | −27,245 | $47.10F3 | −$1,283,239.5 | 230,243 | Direct |
Derivative securities (Table II)
| Trade date | Security | Transaction | Underlying shares | Unit price | Value | Held after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Mar 7, 2022 | Common Stock | MOption exerciseDisposed | −46,215 | $0.00 | $0 | 0 | Direct | |
| Mar 7, 2022 | Common Stock | MOption exerciseDisposed | −45,078 | $0.00 | $0 | 0 | Direct |
Footnotes on the original
The footnotes that the prices of these transactions refer to on the original filing.
- F1
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.
Referenced by the price of 1 transaction in Table I.
- F2
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.
Referenced by the price of 1 transaction in Table I.
- F3
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.
Referenced by the price of 1 transaction in Table I.
Footnotes and remarks
Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.
- 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.