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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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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 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) |
03/10/2025 (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
SINGAPOUR | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
9 174 919,00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
11,70 % | ||||||||
| 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
SINGAPOUR | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
9 175 019,00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
11,70 % | ||||||||
| 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
SINGAPOUR | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
9 175 019,00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
11,70 % | ||||||||
| 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
AUSTRALIE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
9 175 019,00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
11,70 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
EN |
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 The statement on Schedule 13D filed on February 1, 2024 (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, is hereby amended as set forth below by this Amendment No. 1 to the Schedule 13D. Except as specifically provided herein, this Amendment No. 1 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 2. | Identity and Background | |
| (a) | This statement is filed by: (i) BBFIT Investments Pte Ltd, a Singapore private limited company ("BBFIT"), with respect to the Shares directly and beneficially owned by it; (ii) The BB Family International Trust, a trust organized under the laws of Singapore ("BB Family Trust"), with respect to the Shares directly and beneficially owned by it and as the sole shareholder of BBFIT; (iii) BBRC International Pte Limited, a Singapore private limited company ("BBRC International"), as the trustee of BB Family Trust; and (iv) Brett Blundy, as a Director and sole shareholder of BBRC International. Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons." Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D. Set forth on Schedule A filed as Exhibit 99,10 hereto ("Schedule A") is the name and present principal occupation or employment, principal business address and citizenship of the executive officers and directors of BBFIT and BBRC International. To the best of the Reporting Persons' knowledge, except as otherwise set forth herein, none of the persons listed on Schedule A beneficially owns any securities of the Issuer or is a party to any contract, agreement or understanding required to be disclosed herein. | |
| (b) | The address of the principal office of each of the Reporting Persons is 3 Phillip Street #09-05, Royal Group Building, Singapore 048693. | |
| 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 6, 2025, BBFIT purchased 54 000,00 shares of Common Stock, each in open market transactions at prices ranging from 19,91 $5 to 20,00 $ per share (a weighted-average price of 19,97 $98 per share). On March 7, 2025, BBFIT purchased 496 000,00 shares of Common Stock, each in open market transactions at prices ranging from 18,40 $38 to 20,00 $ per share (a weighted-average price of 19,16 $77 per share). On March 10, 2025, BBFIT purchased 542 000,00 shares of Common Stock, each in open market transactions at prices ranging from 16,67 $ to 18,55 $ per share (a weighted-average price of 17,32 $35 per share). On March 11, 2025, BBFIT purchased 480 000,00 shares of Common Stock, each in open market transactions at prices ranging from 16,18 $ to 17,00 $ per share (a weighted-average price of 16,52 $5 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 SEC, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote to this Schedule 13D. The Reporting Persons undertake to provide, upon request by the Staff of the U.S. Securities and Exchange Commission (the "SEC"), full information regarding the number of Shares purchased at each separate price. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The aggregate percentage of Shares reported owned by each person named herein is based upon 78 621 590,00 Shares outstanding as of November 29, 2024, which is the total number of Shares outstanding as reported in the Issuer's quarterly report on Form 10-Q filed with the SEC on December 9, 2024. As of the date hereof, BBFIT directly beneficially owned 9 174 919,00 Shares, constituting approximately 11,70 % 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 9 174 919,00 Shares owned by BBFIT, which, together with the Shares it beneficially owns directly, constitutes an aggregate of 9 175 019,00 Shares, constituting approximately 11,70 % of the Shares outstanding. BBRC International, as the trustee of BB Family Trust, may be deemed to beneficially own the 9 175 019,00 Shares owned in the aggregate by BBFIT and BB Family Trust, constituting approximately 11,70 % of the Shares outstanding. Mr. Blundy, as a Director and sole shareholder of BBRC International, may be deemed to beneficially own the 9 175 019,00 Shares owned in the aggregate by BBFIT and BB Family Trust, constituting approximately 11,70 % 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 March 11, 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. | |
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 99,10 Schedule A | ||
| 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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Exhibit 99,10
SCHEDULE A
Directors and Officers of BBRC International Pte Limited
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Name and Position
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Principal Occupation
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Principal Business
Adresse
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Citizenship
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Brett Blundy*
Director
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Tracey Blundy
Director
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Private Investor
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3 Phillip Street #11-01
Royal Group Building
Singapore 048693
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Australie
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Sharmila Gunasingham
Director
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Corporate Lawyer & Managing Director at Global Law Alliance LLC
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Global Law Alliance LLC
3 Phillip Street #09-05
Royal Group Building
Singapore 048693
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Singapour
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Peter Milnes
Director
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Managing Director & Trustee at Rawlinson & Hunter (Singapore) Pte Limited
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30 Cecil Street
#18-02/03
Prudential Tower
Singapore 049712
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Royaume-Uni
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Directors and Officers of BBFIT Investments Pte Ltd
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Name and Position
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Principal Occupation
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Principal Business
Adresse
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Citizenship
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Brett Blundy*
Director
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Tracey Blundy
Director
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Private Investor
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3 Phillip Street #11-01
Royal Group Building
Singapore 048693
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Australie
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Sharmila Gunasingham
Director
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Corporate Lawyer & Managing Director at Global Law Alliance LLC
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Global Law Alliance LLC
3 Phillip Street #09-05
Royal Group Building
Singapore 048693
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Singapour
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Peter Milnes
Director
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Managing Director & Trustee at Rawlinson & Hunter (Singapore) Pte Limited
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30 Cecil Street
#18-02/03
Prudential Tower
Singapore 049712
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Royaume-Uni
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* Mr. Blundy is a Reporting Person and, as such, the information with respect to Mr. Blundy called for by the Schedule 13D is set forth therein.