0001209191-19-021532.txt : 20190327 0001209191-19-021532.hdr.sgml : 20190327 20190327201613 ACCESSION NUMBER: 0001209191-19-021532 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190325 FILED AS OF DATE: 20190327 DATE AS OF CHANGE: 20190327 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Bergh Charles V CENTRAL INDEX KEY: 0001436534 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-06631 FILM NUMBER: 19709637 MAIL ADDRESS: STREET 1: 105 CORPORATE CENTER BOULEVARD CITY: GREENSBORO STATE: NC ZIP: 27408 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: LEVI STRAUSS & CO CENTRAL INDEX KEY: 0000094845 STANDARD INDUSTRIAL CLASSIFICATION: APPAREL & OTHER FINISHED PRODS OF FABRICS & SIMILAR MATERIAL [2300] IRS NUMBER: 940905160 STATE OF INCORPORATION: DE FISCAL YEAR END: 1125 BUSINESS ADDRESS: STREET 1: 1155 BATTERY ST CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 4155016000 MAIL ADDRESS: STREET 1: 1155 BATTERY STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94111 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2019-03-25 0 0000094845 LEVI STRAUSS & CO LEVI 0001436534 Bergh Charles V C/O LEVI STRAUSS & CO. 1155 BATTERY STREET SAN FRANCISCO CA 94111 1 1 0 0 President and CEO Common Stock 2019-03-25 4 J 0 499870 D 0 D Class A Common Stock 2019-03-25 4 J 0 477780 A 477780 D Common Stock 2019-03-25 4 J 0 1638590 D 0 I See footnote Class B Common Stock 2019-03-25 4 J 0 22090 0.00 A Class A Common Stock 22090 22090 D Class B Common Stock 2019-03-25 4 J 0 1638590 0.00 A Class A Common Stock 1638590 1638590 I See footnote Stock Appreciation Rights 6.10 2019-03-25 4 J 0 4526360 0.00 D 2023-02-09 Common Stock 4526360 0 D Stock Appreciation Rights 6.10 2019-03-25 4 J 0 4526360 0.00 A 2023-02-09 Class B Common Stock 4526360 4526360 D Stock Appreciation Rights 7.425 2019-03-25 4 J 0 3283010 0.00 D 2022-02-04 Common Stock 3283010 0 D Stock Appreciation Rights 7.425 2019-03-25 4 J 0 3283010 0.00 A 2022-02-04 Class B Common Stock 3283010 3283010 D Stock Appreciation Rights 6.45 2019-03-25 4 J 0 2897320 0.00 D 2021-02-05 Common Stock 2897320 0 D Stock Appreciation Rights 6.45 2019-03-25 4 J 0 2897320 0.00 A 2021-02-05 Class B Common Stock 2897320 2897320 D Stock Appreciation Rights 14.875 2019-03-25 4 J 0 403900 0.00 D 2029-01-29 Common Stock 403900 0 D Stock Appreciation Rights 14.875 2019-03-25 4 J 0 403900 0.00 A 2029-01-29 Class B Common Stock 403900 403900 D Stock Appreciation Rights 9.60 2019-03-25 4 J 0 643170 0.00 D 2025-01-30 Common Stock 643170 0 D Stock Appreciation Rights 9.60 2019-03-25 4 J 0 643170 0.00 A 2025-01-30 Class B Common Stock 643170 643170 D Stock Appreciation Rights 6.90 2019-03-25 4 J 0 1007430 0.00 D 2024-02-01 Common Stock 1007430 0 D Stock Appreciation Rights 6.90 2019-03-25 4 J 0 1007430 0.00 A 2024-02-01 Class B Common Stock 1007430 1007430 D 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. 477,780 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 477,780 RSUs, (i) 225,010 RSUs vest on February 1, 2020, (ii) 131,350 RSUs represent the unvested portion of an RSU award that vests in four equal annual installments beginning on January 30, 2019, and (iii) 121,420 RSUs vest in four equal annual installments beginning on January 30, 2020. 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) 225,010 RSUs vest on February 1, 2020, (ii) 131,350 RSUs represent the unvested portion of an RSU award that vests in four equal annual installments beginning on January 30, 2019, and (iii) 121,420 RSUs vest in four equal annual installments beginning on January 30, 2020. The shares are held by the Charles V Bergh Tr Ua 02/25/2019 Charles Bergh 2019 Trust. 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. 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. Of these SARs: (i) 2,057,430 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) 2,468,930 are time-based SARs that vested as to 25% of the SARs on February 9, 2017, with the remainder vesting in 36 equal monthly installments thereafter. 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. Of these SARs: (i) 1,396,220 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) 1,886,790 are time-based SARs that are fully vested. Of these SARs: (i) 965,780 are PSARs that vested on February 1, 2017 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) 1,931,540 are time-based SARs that are fully vested. 25% of the SARs vest on January 30, 2020, and 1/3 of the remaining SARs vest annually beginning on January 30, 2021. 25% of the SARs vested on January 30, 2019, and 1/3 of the remaining SARs vest annually beginning on January 30, 2020. 25% of the SARs vested on February 1, 2018, and 1/3 of the remaining SARs vest annually beginning on February 1, 2019. /s/ Cynthia Lee, Attorney-in-Fact 2019-03-27