0001209191-19-021541.txt : 20190327 0001209191-19-021541.hdr.sgml : 20190327 20190327202138 ACCESSION NUMBER: 0001209191-19-021541 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: JAFFE SETH CENTRAL INDEX KEY: 0001263162 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-06631 FILM NUMBER: 19709662 MAIL ADDRESS: STREET 1: 3250 VAN NESS AVE CITY: SAN FRANCISCO STATE: CA ZIP: 94109 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 0001263162 JAFFE SETH C/O LEVI STRAUSS & CO. 1155 BATTERY STREET SAN FRANCISCO CA 94111 0 1 0 0 EVP & General Counsel Common Stock 2019-03-25 4 J 0 281280 D 0 D Class A Common Stock 2019-03-25 4 J 0 52800 A 52800 D Class B Common Stock 2019-03-25 4 J 0 228480 0.00 A Class A Common Stock 228480 228480 D Stock Appreciation Rights 6.10 2019-03-25 4 J 0 453320 0.00 D 2023-02-09 Common Stock 453320 0 D Stock Appreciation Rights 6.10 2019-03-25 4 J 0 453320 0.00 A 2023-02-09 Class B Common Stock 453320 453320 D Stock Appreciation Rights 7.425 2019-03-25 4 J 0 339610 0.00 D 2022-02-04 Common Stock 339610 0 D Stock Appreciation Rights 7.425 2019-03-25 4 J 0 339610 0.00 A 2022-02-04 Class B Common Stock 339610 339610 D Stock Appreciation Rights 6.45 2019-03-25 4 J 0 279560 0.00 D 2021-02-05 Common Stock 279560 0 D Stock Appreciation Rights 6.45 2019-03-25 4 J 0 279560 0.00 A 2021-02-05 Class B Common Stock 279560 279560 D Stock Appreciation Rights 14.875 2019-03-25 4 J 0 44720 0.00 D 2029-01-29 Common Stock 44720 0 D Stock Appreciation Rights 14.875 2019-03-25 4 J 0 44720 0.00 A 2029-01-29 Class B Common Stock 44720 44720 D Stock Appreciation Rights 9.60 2019-03-25 4 J 0 74120 0.00 D 2025-01-30 Common Stock 74120 0 D Stock Appreciation Rights 9.60 2019-03-25 4 J 0 74120 0.00 A 2025-01-30 Class B Common Stock 74120 74120 D Stock Appreciation Rights 6.90 2019-03-25 4 J 0 108490 0.00 D 2024-02-01 Common Stock 108490 0 D Stock Appreciation Rights 6.90 2019-03-25 4 J 0 108490 0.00 A 2024-02-01 Class B Common Stock 108490 108490 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. 52,800 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 52,800 RSUs, (i) 24,230 RSUs vest on February 1, 2020, (ii) 15,130 RSUs represent the unvested portion of an RSU award that vests in four equal annual installments beginning on January 30, 2019, and (iii) 13,440 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) 24,230 RSUs vest on February 1, 2020, (ii) 15,130 RSUs represent the unvested portion of an RSU award that vests in four equal annual installments beginning on January 30, 2019, and (iii) 13,440 RSUs vest in four equal annual installments beginning on January 30, 2020. 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) 206,050 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) 247,270 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) 144,430 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) 195,180 are time-based SARs that are fully vested. Of these SARs: (i) 93,190 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) 186,370 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