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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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SCHEDULE 13D/A 0000921895-24-000186 0001930869 XXXXXXXX LIVE 1 Common Stock, par value $0.01 per share 03/10/2025 true 0001856437 926400102 Victoria's Secret & Co. 4 Limited Parkway East Reynoldsburg OH 43068 BRETT BLUNDY 61 2 9285 6700 BBRC INTERNATIONAL PTE LIMITED 3 Phillip Street #09-05 Singapore U0 048693 Scott Lesmes (202) 887-1500 Morrison & Foerster LLP 2100 L Street, NW, Suite 900 Washington DC 20037 Y BBFIT INVESTMENTS PTE LTD WC U0 0 9174919 0 9174919 9174919 N 11.7 CO Y THE BB FAMILY INTERNATIONAL TRUST AF WC U0 0 9175019 0 9175019 9175019 N 11.7 OO 0001930869 BBRC INTERNATIONAL PTE LTD AF U0 0 9175019 0 9175019 9175019 N 11.7 CO Y BRETT BLUNDY AF C3 0 9175019 0 9175019 9175019 N 11.7 IN Common Stock, par value $0.01 per share Victoria's Secret & Co. 4 Limited Parkway East Reynoldsburg OH 43068 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. 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 99.1 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. 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 of the Schedule 13D is hereby amended and supplemented as follows: On March 6, 2025, BBFIT purchased 54,000 shares of Common Stock, each in open market transactions at prices ranging from $19.915 to $20.00 per share (a weighted-average price of $19.9798 per share). On March 7, 2025, BBFIT purchased 496,000 shares of Common Stock, each in open market transactions at prices ranging from $18.4038 to $20.00 per share (a weighted-average price of $19.1677 per share). On March 10, 2025, BBFIT purchased 542,000 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 $17.3235 per share). On March 11, 2025, BBFIT purchased 480,000 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 $16.525 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. The aggregate percentage of Shares reported owned by each person named herein is based upon 78,621,590 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 Shares, constituting approximately 11.7% 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 Shares owned by BBFIT, which, together with the Shares it beneficially owns directly, constitutes an aggregate of 9,175,019 Shares, constituting approximately 11.7% of the Shares outstanding. BBRC International, as the trustee of BB Family Trust, may be deemed to beneficially own the 9,175,019 Shares owned in the aggregate by BBFIT and BB Family Trust, constituting approximately 11.7% 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 Shares owned in the aggregate by BBFIT and BB Family Trust, constituting approximately 11.7% 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. 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. Exhibit 99.1 Schedule A BBFIT INVESTMENTS PTE LTD /s/ Brett Blundy Brett Blundy, Director 03/12/2025 THE BB FAMILY INTERNATIONAL TRUST /s/ Brett Blundy Brett Blundy, Director 03/12/2025 BBRC INTERNATIONAL PTE LTD /s/ Brett Blundy Brett Blundy, Director 03/12/2025 BRETT BLUNDY /s/ Brett Blundy BRETT BLUNDY 03/12/2025