SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Bagattini Roy

(Last)

(First)

(Middle)

C/O LEVI STRAUSS & CO.

1155 BATTERY STREET

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
LEVI STRAUSS & CO [ LEVI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP & President, Americas

3. Date of Earliest Transaction (Month/Day/Year)
03/25/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹⁾	03/25/2019		J		188,830⁽¹⁾⁽²⁾	D	⁽¹⁾	0	D
Class A Common Stock	03/25/2019		J		79,420⁽¹⁾⁽³⁾	A	⁽¹⁾	79,420	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock⁽¹⁾⁽⁴⁾	⁽⁴⁾	03/25/2019		J		109,410		⁽⁴⁾	⁽⁴⁾	Class A Common Stock	109,410	$0.00	109,410	D
Stock Appreciation Rights	$6.1	03/25/2019		J			327,510⁽⁵⁾	⁽⁶⁾	02/09/2023	Common Stock⁽¹⁾	327,510	$0.00	0	D
Stock Appreciation Rights	$6.1	03/25/2019		J		327,510⁽⁷⁾		⁽⁶⁾	02/09/2023	Class B Common Stock⁽¹⁾⁽⁴⁾	327,510	$0.00	327,510	D
Stock Appreciation Rights	$6.85	03/25/2019		J			844,480⁽⁵⁾	⁽⁸⁾	07/13/2023	Common Stock⁽¹⁾	844,480	$0.00	0	D
Stock Appreciation Rights	$6.85	03/25/2019		J		844,480⁽⁷⁾		⁽⁸⁾	07/13/2023	Class B Common Stock⁽¹⁾⁽⁴⁾	844,480	$0.00	844,480	D
Stock Appreciation Rights	$14.875	03/25/2019		J			78,260⁽⁵⁾	⁽⁹⁾	01/29/2029	Common Stock⁽¹⁾	78,260	$0.00	0	D
Stock Appreciation Rights	$14.875	03/25/2019		J		78,260⁽⁷⁾		⁽⁹⁾	01/29/2029	Class B Common Stock⁽¹⁾⁽⁴⁾	78,260	$0.00	78,260	D
Stock Appreciation Rights	$9.6	03/25/2019		J			105,200⁽⁵⁾	⁽¹⁰⁾	01/30/2025	Common Stock⁽¹⁾	105,200	$0.00	0	D
Stock Appreciation Rights	$9.6	03/25/2019		J		105,200⁽⁷⁾		⁽¹⁰⁾	01/30/2025	Class B Common Stock⁽¹⁾⁽⁴⁾	105,200	$0.00	105,200	D
Stock Appreciation Rights	$6.9	03/25/2019		J			110,430⁽⁵⁾	⁽¹¹⁾	02/01/2024	Common Stock⁽¹⁾	110,430	$0.00	0	D
Stock Appreciation Rights	$6.9	03/25/2019		J		110,430⁽⁷⁾		⁽¹¹⁾	02/01/2024	Class B Common Stock⁽¹⁾⁽⁴⁾	110,430	$0.00	100,430	D
Stock Appreciation Rights	$7.425	03/25/2019		J			23,720⁽⁵⁾	⁽¹²⁾	02/04/2022	Common Stock⁽¹⁾	23,720	$0.00	0	D
Stock Appreciation Rights	$7.425	03/25/2019		J		23,720⁽⁷⁾		⁽¹²⁾	02/04/2022	Class B Common Stock⁽¹⁾⁽⁴⁾	23,720	$0.00	27,320	D

Explanation of Responses:

1. Immediately prior to the closing of the Issuer's initial public offering, each share of Common Stock was reclassified into one share of Class B Common Stock in an exempt transaction pursuant to Rule 16b-7.

2. 79,420 of the shares are represented by restricted stock units (RSUs). Each RSU represents a contingent right to receive one share of the Issuer's Common Stock upon settlement. Of the 79,420 RSUs, (i) 34,420 RSUs vest on February 1, 2020, (ii) 21,480 RSUs represent the unvested portion of an RSU award that vests in four equal annual installments beginning on January 30, 2019, and (iii) 23,520 RSUs vest in four equal annual installments beginning on January 30, 2020.

3. Each share is represented by an RSU. Each RSU represents a contingent right to receive one share of the Issuer's Class B Common Stock upon settlement. Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder and has no expiration date. Of these RSUs, (i) 34,420 RSUs vest on February 1, 2020, (ii) 21,480 RSUs represent the unvested portion of an RSU award that vests in four equal annual installments beginning on January 30, 2019, and (iii) 23,520 RSUs vest in four equal annual installments beginning on January 30, 2020.

4. Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder and has no expiration date.

5. Each stock appreciation right (SAR) represents the right to receive, upon exercise, shares of the Issuer's Common Stock with a value equal to the increase in the fair market value of one share of Common Stock from the date of grant of the SAR.

6. Of these SARs: (i) 229,830 are performance stock appreciation rights (PSARs) that vested on January 30, 2019 based upon the achievement of certain financial targets and total stockholder return, each over a three-year period, as determined by the Issuer's board of directors, and are immediately exercisable; and (ii) 97,680 are time-based SARs from an original grant of 275,800 SARs, of which 178,120 have been exercised, that vested as to 25% of the SARs on February 9, 2017, with the remainder vesting in 36 equal monthly installments thereafter.

7. Each SAR represents the right to receive, upon exercise, shares of the Issuer's Class B Common Stock with a value equal to the increase in the fair market value of one share of Class B Common Stock from the date of grant of the SAR.

8. Of these SARs: (i) 544,820 are PSARs that vested on January 30, 2018 based upon the achievement of certain financial targets and total stockholder return, each over a three-year period, as determined by the Issuer's board of directors, and are immediately exercisable; and (ii) 299,660 from an original grant of 653,790 SARs, of which 354,130 have been exercised, are time-based SARs that vested as to 25% of the SARs on July 13, 2017, with the remainder vesting in 36 equal monthly installments thereafter.

9. 25% of the SARs vest on January 30, 2020, and 1/3 of the remaining SARs vest annually beginning on January 30, 2021.

10. 25% of the SARs vested on January 30, 2019, and 1/3 of the remaining SARs vest annually beginning on January 30, 2020.

11. The original grant was for 147,240 SARs, of which 36,810 SARs were exercised. 25% of the SARs vested on February 1, 2018, and 1/3 of the remaining SARs vest annually beginning on February 1, 2019.

12. 100% of these SARs are fully vested.

Remarks:

	/s/ Cynthia Lee, Attorney-in-Fact	03/27/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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