BBWI Bath & Body Works Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

Bath & Body Works, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

070830104

(CUSIP Number)

Joshua L. Targoff

Third Point LLC

55 Hudson Yards

New York, NY 10001

(212) 715-3880

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 23, 2024

(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: ☐

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

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).

Item 1. Security and Issuer. This Amendment No. 3 to Schedule 13D (this “Amendment No. 3”) relates to the shares of common stock, par value $0.50 per share (“Common Stock”), of Bath & Body Works, Inc. (the “Issuer”) and amends the Schedule 13D filed on December 8, 2022 (the “Original Schedule 13D”), as amended by Amendment No. 1 to Schedule 13D filed on February 22, 2023, and Amendment No. 2 to Schedule 13D filed on March 6, 2023 (together, the “Schedule 13D”). Capitalized terms used and not defined in this Amendment No. 3 have the meanings set forth in the Schedule 13D.

This Amendment No. 3 is being filed to amend Item 5 and Item 7 as follows:

Item 5. Interest in Securities of the Issuer. Items 5(a), 5(c) and 5(e) of the Schedule 13D are hereby amended and restated to read as follows:

(a) As of 4:00 p.m., New York City time, on October 25, 2024, the Reporting Persons beneficially own an aggregate of 8,000,000 shares of Common Stock held by the Funds (such shares, the “Shares”). The Shares represent approximately 3.65% of the Issuer’s Common Stock outstanding. The calculation of the percentage of Common Stock beneficially owned assumes 219,111,946 shares of Common Stock outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed on August 28, 2024.

(c) Set forth on Schedule A hereto are all transactions in the shares of Common Stock effected during the past sixty days by the Reporting Persons, inclusive of any transactions effected through 4:00 p.m., New York City time, on October 25, 2024.

(e) On October 23, 2024, as a result of the transactions reported in this Amendment No. 3, the Reporting Persons ceased to be the beneficial owners of more than five percent of the shares of Common Stock, and the Reporting Persons are no longer subject to the reporting requirements of Rule 13d-1(a) of the Exchange Act.

Item 7. Material to Be Filed as Exhibits. Item 7 of the Schedule 13D is hereby amended to include the following:

SIGNATURES

After reasonable inquiry and to the best of its or his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: October 25, 2024

SCHEDULE A

This Schedule A sets forth information with respect to each purchase and sale of shares of Common Stock which was effectuated by a Reporting Person during the past sixty days, inclusive of any transactions effected through 4:00 p.m., New York City time, on October 25, 2024. Unless otherwise indicated, all transactions were effected in the open market through a broker.

INDEX TO EXHIBITS