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*
Singh Harmit J

(Last) (First) (Middle)
C/O LEVI STRAUSS & CO.
1155 BATTERY STREET

(Street)
SAN FRANCISCO CA 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)
Executive VP and CFO
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)
Code V Amount (A) or (D) Price
Common Stock(1) 03/25/2019 J 6,050 D $0.00 105,930 D
Common Stock(1)(2) 03/25/2019 J 105,930(3) D $0.00 0 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock (1) 03/25/2019 J 6,050 (1) (1) Class A Common Stock 6,050 $0.00 6,050 D
Class B Common Stock(2)(3) (1) 03/25/2019 J 105,930 (1) (1) Class A Common Stock 105,930 $0.00 111,980 D
Stock Appreciation Rights $6.1 03/25/2019 J 976,390(4) (5) 02/09/2023 Common Stock(1) 976,390 $0.00 0 D
Stock Appreciation Rights $6.1 03/25/2019 J 976,390(4) (5) 02/09/2023 Class B Common Stock(1) 976,390 $0.00 976,390 D
Stock Appreciation Rights $7.425 03/25/2019 J 792,450(4) (6) 02/04/2022 Common Stock(1) 792,450 $0.00 0 D
Stock Appreciation Rights $7.425 03/25/2019 J 792,450(4) (6) 02/04/2022 Class B Common Stock(1) 792,450 $0.00 792,450 D
Stock Appreciation Rights $6.45 03/25/2019 J 660,790(4) (7) 02/05/2021 Common Stock(1) 660,790 $0.00 0 D
Stock Appreciation Rights $6.45 03/25/2019 J 660,790(4) (7) 02/05/2021 Class B Common Stock(1) 660,790 $0.00 660,790 D
Stock Appreciation Rights $3.775 03/25/2019 J 246,210(4) (8) 02/05/2020 Common Stock(1) 246,210 $0.00 0 D
Stock Appreciation Rights $3.775 03/25/2019 J 246,210(4) (8) 02/05/2020 Class B Common Stock(1) 246,210 $0.00 246,210 D
Stock Appreciation Rights $14.875 03/25/2019 J 89,440(4) (9) 01/29/2029 Common Stock(1) 89,440 $0.00 0 D
Stock Appreciation Rights $14.875 03/25/2019 J 89,440(4) (9) 01/29/2029 Class B Common Stock(1) 89,440 $0.00 89,440 D
Stock Appreciation Rights $9.6 03/25/2019 J 138,670(4) (10) 01/30/2025 Common Stock(1) 138,670 $0.00 0 D
Stock Appreciation Rights $9.6 03/25/2019 J 138,670(4) (10) 01/30/2025 Class B Common Stock(1) 138,670 $0.00 138,670 D
Stock Appreciation Rights $6.9 03/25/2019 J 216,980(4) (11) 02/01/2024 Common Stock(1) 216,980 $0.00 0 D
Stock Appreciation Rights $6.9 03/25/2019 J 216,980(4) (11) 02/01/2024 Class B Common Stock(1) 216,980 $0.00 216,980 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 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) 50,720 RSUs vest on February 1, 2020, (ii) 28,320 RSUs vest in four equal annual installments beginning on January 30, 2019, and (iii) 26,890 RSUs vest in four equal annual installments beginning on January 30, 2020.
4. 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.
5. Of these SARs: (i) 443,810 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) 532,580 SARs that vested as to 25% of the SARs on February 9, 2017, with the remainder vesting in 36 equal monthly installments thereafter.
6. Of these SARs: (i) 337,020 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 (ii) 455,430 SARs that are fully vested.
7. Of these SARs: (i) 220,270 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 (ii) 440,520 SARs that are fully vested.
8. These SARs are PSARs that vested on March 1, 2016 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.
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
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).
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