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^*

Rosen Marc

(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 & Pres. Direct-to-Customer

3. Date of Earliest Transaction (Month/Day/Year)
12/04/2020

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)
Class A Common Stock	12/04/2020		C⁽¹⁾		58,621⁽²⁾	A	$0.00	136,123	D
Class A Common Stock	12/07/2020		S⁽¹⁾		60,941	D	$19.45⁽³⁾	75,182	D
Class A Common Stock								28,350	I	See Footnote⁽⁴⁾

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)
Stock Appreciation Rights	$7.43	12/04/2020		M			26,100	⁽⁵⁾	02/04/2022	Class B Common Stock	26,100	$0.00	0	D
Class B Common Stock	⁽⁶⁾	12/04/2020		M		26,100		⁽⁶⁾	⁽⁶⁾	Class A Common Stock	26,100	$7.43	26,100	D
Stock Appreciation Rights	$6.1	12/04/2020		M			82,830	⁽⁷⁾	02/09/2023	Class B Common Stock⁽⁶⁾	82,830	$0.00	0	D
Class B Common Stock	⁽⁶⁾	12/04/2020		M		82,830		⁽⁶⁾	⁽⁶⁾	Class A Common Stock	82,830	$6.1	108,930	D
Stock Appreciation Rights	$6.9	12/04/2020		M			42,620	⁽⁸⁾	02/01/2024	Class B Common Stock	42,620	$0.00	21,310	D
Class B Common Stock	⁽⁶⁾	12/04/2020		M		42,620		⁽⁶⁾	⁽⁶⁾	Class A Common Stock	42,620	$6.9	151,550	D
Stock Appreciation Rights	$9.6	12/04/2020		M			28,690	⁽⁹⁾	01/20/2025	Class B Common Stock	28,690	$0.00	28,690	D
Class B Common Stock	⁽⁶⁾	12/04/2020		M		28,690		⁽⁶⁾	⁽⁶⁾	Class A Common Stock	28,690	$9.6	180,240	D
Class B Common Stock	⁽⁶⁾	12/04/2020		D			121,619	⁽⁶⁾	⁽⁶⁾	Class A Common Stock	121,619	$19.83	58,621	D
Class B Common Stock	⁽⁶⁾	12/04/2020		C			58,621⁽²⁾	⁽⁶⁾	⁽⁶⁾	Class A Common Stock	58,621	$0.00	0	D

Explanation of Responses:

1. The transaction being reported was effected pursuant to a previously established Rule 10b5-1 trading plan.

2. Represents the conversion of Class B Common Stock into Class A Common Stock held of record by the Reporting Person.

3. Price represents the weighted average sale price of the shares sold. The sale price ranged from $19.30 to $19.61 per share. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price within the range set forth in this Form 4.

4. The shares are held by the Rosen Family Trust, of which the Reporting Person is a co-trustee.

5. 100% of these stock appreciation rights (SARs) are fully vested.

6. 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.

7. 100% of these stock appreciation rights are fully vested.

8. 25% of the SARs vested on February 1, 2018, and 1/3 of the remaining SARs vest annually beginning on February 1, 2019.

9. 25% of the SARs vested on January 30, 2019, and 1/3 of the remaining SARs vest annually beginning on January 30, 2020.

Remarks:

	/s/ Cynthia Lee, Attorney-in-Fact	12/08/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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