| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 03/20/2019 | 3. Issuer Name and Ticker or Trading Symbol LEVI STRAUSS & CO [ LEVI ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock(1) | 499,870(2) | D | |
| Common Stock(1) | 1,638,590 | I | See footnote(3) |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Stock Appreciation Rights | (4) | 02/09/2023 | Common Stock(1) | 4,526,360(5) | 6.1 | D | |
| Stock Appreciation Rights | (6) | 02/04/2022 | Common Stock(1) | 3,283,010(5) | 7.425 | D | |
| Stock Appreciation Rights | (7) | 02/05/2021 | Common Stock(1) | 2,897,320(5) | 6.45 | D | |
| Stock Appreciation Rights | (8) | 01/29/2029 | Common Stock(1) | 403,900(5) | 14.875 | D | |
| Stock Appreciation Rights | (9) | 01/30/2025 | Common Stock(1) | 643,170(5) | 9.6 | D | |
| Stock Appreciation Rights | (10) | 02/01/2024 | Common Stock(1) | 1,007,430(5) | 6.9 | D | |
| Explanation of Responses: |
| 1. Each share of Common Stock shall be reclassified into one share of Class B Common Stock immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock. |
| 2. 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. |
| 3. The shares are held by the Charles V Bergh Tr Ua 02/25/2019 Charles Bergh 2019 Trust. |
| 4. Of these stock appreciation rights (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. |
| 5. Each 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. |
| 6. 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. |
| 7. 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. |
| 8. 25% of the SARs vest on January 30, 2020, and 1/3 of the remaining SARs vest annually beginning on January 30, 2021. |
| 9. 25% of the SARs vested on January 30, 2019, and 1/3 of the remaining SARs vest annually beginning on January 30, 2020. |
| 10. 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/ Frank Garcia, Attorney-in-Fact | 03/20/2019 | |
| ** 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 5 (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. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
