SEC FORM 4/A

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^*

Bergh Charles V

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and CEO

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

4. If Amendment, Date of Original Filed (Month/Day/Year)
03/27/2019

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

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

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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		22,090	D	$0.00	477,780	D
Common Stock⁽¹⁾⁽²⁾	03/25/2019		J		477,780⁽³⁾	D	$0.00	0	D
Common Stock⁽¹⁾	03/25/2019		J		1,638,590	D	$0.00	0	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)
Class B Common Stock	⁽¹⁾	03/25/2019		J		22,090		⁽¹⁾	⁽¹⁾	Class A Common Stock	22,090	$0.00	22,090	D
Class B Common Stock⁽²⁾⁽³⁾	⁽¹⁾	03/25/2019		J		477,780		⁽¹⁾	⁽¹⁾	Class A Common	477,780	$0.00	499,870	D
Class B Common Stock	⁽¹⁾	03/25/2019		J		1,638,590		⁽¹⁾	⁽¹⁾	Class A Common Stock	1,638,590	$0.00	1,638,590	I	See footnote⁽⁴⁾
Stock Appreciation Rights	$6.1	03/25/2019		J			4,526,360⁽⁵⁾	⁽⁶⁾	02/09/2023	Common Stock⁽¹⁾	4,526,360	$0.00	0	D
Stock Appreciation Rights	$6.1	03/25/2019		J		4,526,360⁽⁵⁾		⁽⁶⁾	02/09/2023	Class B Common Stock⁽¹⁾	4,526,360	$0.00	4,526,360	D
Stock Appreciation Rights	$7.425	03/25/2019		J			3,283,010⁽⁵⁾	⁽⁷⁾	02/04/2022	Common Stock⁽¹⁾	3,283,010	$0.00	0	D
Stock Appreciation Rights	$7.425	03/25/2019		J		3,283,010⁽⁵⁾		⁽⁷⁾	02/04/2022	Class B Common Stock⁽¹⁾	3,283,010	$0.00	3,283,010	D
Stock Appreciation Rights	$6.45	03/25/2019		J			2,897,320⁽⁵⁾	⁽⁸⁾	02/05/2021	Common Stock⁽¹⁾	2,897,320	$0.00	0	D
Stock Appreciation Rights	$6.45	03/25/2019		J		2,897,320⁽⁵⁾		⁽⁸⁾	02/05/2021	Class B Common Stock⁽¹⁾	2,897,320	$0.00	2,897,320	D
Stock Appreciation Rights	$14.875	03/25/2019		J			403,900⁽⁵⁾	⁽⁹⁾	01/29/2029	Common Stock⁽¹⁾	403,900	$0.00	0	D
Stock Appreciation Rights	$14.875	03/25/2019		J		403,900⁽⁵⁾		⁽⁹⁾	01/29/2029	Class B Common Stock⁽¹⁾	403,900	$0.00	403,900	D
Stock Appreciation Rights	$9.6	03/25/2019		J			643,170⁽⁵⁾	⁽¹⁰⁾	01/30/2025	Common Stock⁽¹⁾	643,170	$0.00	0	D
Stock Appreciation Rights	$9.6	03/25/2019		J		643,170⁽⁵⁾		⁽¹⁰⁾	01/30/2025	Class B Common Stock⁽¹⁾	643,170	$0.00	643,170	D
Stock Appreciation Rights	$6.9	03/25/2019		J			1,007,430⁽⁵⁾	⁽¹¹⁾	02/01/2024	Common Stock⁽¹⁾	1,007,430	$0.00	0	D
Stock Appreciation Rights	$6.9	03/25/2019		J		1,007,430⁽⁵⁾		⁽¹¹⁾	02/01/2024	Class B Common Stock⁽¹⁾	1,007,430	$0.00	1,007,430	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. 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.

2. This Form 4/A is being filed to correct the disclosure relating to RSUs set forth in the Form 4 filed on March 27, 2019 (the "Original Form 4"), which were inadvertently disclosed in Table I instead of Table II in the Original Form 4. As a result, certain subsequent instances of withholding of shares to satisfy tax liabilities and conversions of resulting shares of Class B common stock to Class A common stock were reported solely within Table I.

3. Each share is represented by a restricted stock unit (RSU) that may be settled in shares of Class B Common Stock. Each RSU represents a contingent right to receive one share of the Issuer's Class B Common Stock upon settlement. Of these RSUs, (i) 225,010 RSUs vest on February 1, 2020, (ii) 131,350 RSUs vest 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.

4. The shares are held by Charles V. Bergh, as trustee of the Charles Bergh 2019 Trust UA 2/25/2019.

5. Each stock appreciation right (SAR) represents the right to receive, upon exercise, shares of the Issuer's Common Stock (and, after the conversion noted in footnote (1), Class B Common Stock) with a value equal to the increase in the fair market value of one share of such stock from the date of grant of the SAR.

6. 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 (ii) 2,468,930 SARs vested as to 25% of the SARs on February 9, 2017, with the remainder vesting in 36 equal monthly installments thereafter.

7. 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.

8. 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.

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

Remarks:

	/s/ Priscilla Duncan-Tannous, Attorney-in-Fact	04/21/2023
	** Signature of Reporting Person	Date
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