S-8

As filed with the Securities and Exchange Commission on July 9, 2019

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

_________________

LEVI STRAUSS & CO.

(Exact name of registrant as specified in its charter)

Delaware	94-0905160
(State or other jurisdiction of Incorporation or organization)	(I.R.S. Employer Identification No.)

1155 Battery Street

San Francisco, California 94111

(Address of principal executive offices) (Zip code)

_________________

Levi Strauss & Co. Amended and Restated 2016 Equity Incentive Plan

(Full titles of the plans)

Charles V. Bergh

President and Chief Executive Officer

Levi Strauss & Co.

1155 Battery Street

San Francisco, CA 94111

415-501-6000

(Name and address of agent for service) (Telephone number, including area code, of agent for service)

_________________

Copies to:

Eric Jensen Jodie Bourdet Siana Lowrey Cooley LLP 101 California Street, Fifth Floor San Francisco, CA 94111 415-693-2000 Harmit Singh Seth R. Jaffe David Jedrzejek Levi Strauss & Co. 1155 Battery Street San Francisco, CA 94111 415-502-6000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered(1)	Proposed Maximum Offering Price per Share	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Class B common stock, par value $0.001 per share
Amended and Restated 2016 Equity Incentive Plan	10,707,030(2)	$21.33(3)	$228,380,949.90	$27,679.77
Total	10,707,030	—	$228,380,949.90	$27,679.77

(1) Pursuant to Rule 416(a) under the Securities Act, this Registration Statement shall also cover any additional shares of Class B common stock that become issuable under the Registrant’s Amended and Restated 2016 Equity Incentive Plan (the “2016 Plan”) by reason of any stock split, stock dividend, recapitalization or any other similar transaction effected that results in an increase in the number of outstanding shares of Class B common stock.

(2) Represents additional shares of Class B common stock reserved for issuance pursuant to restricted stock unit awards granted under the 2016 Plan that are outstanding as of the date hereof and were outstanding as of March 21, 2019, the date on which shares of Class B common stock available for issuance under the 2016 Plan were previously registered on a Registration Statement on Form S-8 filed with the Securities and Exchange Commission (Registration No. 333-230426).

(3) Estimated in accordance with Rules 457(c) and 457(h) under the Securities Act solely for the purpose of calculating the registration fee on the basis of $21.33 per share, which is the average of the high and low sales prices of the Class A common stock reported on the New York Stock Exchange on July 2, 2019.

PART I

REGISTRATION OF ADDITIONAL SHARES PURSUANT TO GENERAL INSTRUCTION E

Pursuant to General Instruction E of Form S-8, Levi Strauss & Co. (the “Registrant”) is filing this Registration Statement with the Securities and Exchange Commission (the “Commission”) to register 10,707,030 additional shares under its 2016 Equity Incentive Plan. In accordance with the instructional note to Part I of Form S-8 as promulgated by the Commission, the information specified by Part I of Form S-8 has been omitted from this Registration Statement.

PART II

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

The Registrant hereby incorporates by reference in this Registration Statement the contents of the Registrant’s Registration Statement on Form S-8, filed with the Commission on March 21, 2019 (Registration No. 333-230426).

ITEM 8. EXHIBITS

Exhibit Number	Description
4.1	Amended and Restated Certificate of Incorporation of the Registrant (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed with the Commission on March 25, 2019).
4.2	Amended and Restated Bylaws of the Registrant (incorporated herein by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K, filed with the Commission on March 25, 2019).
4.3	Form of Class A Common Stock Certificate (incorporated herein by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-229630), filed with the Commission on March 11, 2019).
5.1	Opinion of Cooley LLP.
10.1	Amended and Restated 2016 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.3 to the Registrant’s Registration Statement on Form S-1 (File No. 333-229630), filed with the Commission on February 13, 2019).
10.2	Form of Stock Appreciation Right Grant Notice and Agreement under the 2016 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.4 to the Registrant’s Registration Statement on Form S-1 (File No. 333-229630), filed with the Commission on February 13, 2019).
10.3	Form of Restricted Stock Unit Award Grant Notice and Agreement under the 2016 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.5 to the Registrant’s Registration Statement on Form S-1 (File No. 333-229630), filed with the Commission on February 13, 2019).
10.4	Form of Performance Vested Restricted Stock Unit Award Grant Notice and Agreement under the 2016 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.6 to the Registrant’s Registration Statement on Form S-1 (File No. 333-229630), filed with the Commission on February 13, 2019).
23.1	Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm.
23.2	Consent of Cooley LLP (included in Exhibit 5.1).
24.1	Power of Attorney (included on signature page).

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on July 9, 2019

	LEVI STRAUSS & CO.
By:	/s/ Charles V. Bergh
	Charles V. Bergh
	President, Chief Executive Officer and Director

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Charles V. Bergh, Harmit Singh and Seth R. Jaffe, and each or any one of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in their name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title	Date
/s/ Charles V. Bergh		President, Chief Executive Officer and Director	July 9, 2019
Charles V. Bergh	(Principal Executive Officer)
/s/ Harmit Singh		Executive Vice President and Chief Financial Officer	July 9, 2019
Harmit Singh	(Principal Financial Officer)
/s/ Gavin Brockett		Senior Vice President and Global Controller	July 9, 2019
Gavin Brockett	(Principal Accounting Officer)
/s/ Stephen C. Neal		Chairman of the Board of Directors	July 9, 2019
Stephen C. Neal
/s/ Troy Alstead		Director	July 9, 2019
Troy Alstead
/s/ Jill Beraud		Director	July 9, 2019
Jill Beraud
/s/ Robert A. Eckert		Director	July 9, 2019
Robert A. Eckert
/s/ Spencer C. Fleischer		Director	July 9, 2019
Spencer C. Fleischer
/s/ David A. Friedman		Director	July 9, 2019
David A. Friedman
/s/ Peter E. Haas Jr.		Director	July 9, 2019
Peter E. Haas Jr.
/s/ Christopher J. McCormick		Director	July 9, 2019
Christopher J. McCormick
/s/ Jenny Ming		Director	July 9, 2019
Jenny Ming

EX-5.1

Exhibit 5.1

Jodie M. Bourdet

+1 415 693 2054

jbourdet@cooley.com

July 9, 2019

Levi Strauss & Co.

1155 Battery Street

San Francisco, California 94111

Re:Registration on Form S-8

Ladies and Gentlemen:

We have acted as counsel to Levi Strauss & Co., a Delaware corporation (the “Company”), in connection with the filing by the Company of a registration statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission covering the offering of up to 10,707,030 shares of the Company’s Class B Common Stock, par value $0.001 per share (the “Shares”), issuable pursuant to the Company’s 2016 Equity Incentive Plan (the “Plan”)

In connection with this opinion, we have examined and relied upon (i) the Registration Statement and related prospectuses, (ii) the Company’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, each as currently in effect, (iii) the Plan and (iv) originals or copies certified to our satisfaction of such records, documents, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness and authenticity of all documents submitted to us as originals and the conformity to originals of all documents submitted to us as copies. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not sought independently to verify such matters.

Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware. We express no opinion to the extent that any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation.

On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the Plan, the Registration Statement and related prospectuses, will be validly issued, fully paid and nonassessable (except as to shares issued pursuant to certain deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full).

We consent to the filing of this opinion as an exhibit to the Registration Statement.

Sincerely,

Cooley LLP

By: /s/ Jodie M. Bourdet

Jodie M. Bourdet

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on FormS-8 of Levi Strauss & Co.of our report dated February 5, 2019,except for the effects of disclosing earnings per share discussed in Note 18, as to which the date is February 13, 2019, and except for the effects of the stock split discussed in Note 1,as to which the date is March 5, 2019relating to the financial statements and financial statement schedule, which appears in Levi Strauss & Co.’s Amendment No. 2 to the Registration Statement on Form S-1 (No. 333-229630).

/s/ PricewaterhouseCoopers LLP

San Francisco, CA

July 9, 2019