Haas Peter E. Jr. Form 4 LEVI STRAUSS & CO / Peter E. Jr. Haas ownership change

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^*

Haas Peter E. Jr.

(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	X	10% Owner
	Officer (give title below)		Other (specify below)

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

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)
Common Stock⁽¹⁾	03/25/2019		J		11,538,780⁽¹⁾⁽²⁾	D	⁽¹⁾	0	D
Class A Common Stock	03/25/2019		J		49,430⁽¹⁾⁽³⁾	A	⁽¹⁾	49,430	D
Common Stock⁽¹⁾	03/25/2019		J		29,117,700	D	⁽¹⁾	0	I	See footnote⁽⁴⁾
Common Stock⁽¹⁾	03/25/2019		J		4,801,850	D	⁽¹⁾	0	I	See footnote⁽⁵⁾
Common Stock⁽¹⁾	03/25/2019		J		400,000	D	⁽¹⁾	0	I	See footnote⁽⁶⁾
Class A Common Stock	03/25/2019		C⁽⁷⁾		820,000	A	$0.00	820,000	D
Class A Common Stock	03/25/2019		S		820,000	D	$17	0	D
Class A Common Stock	03/25/2019		C⁽⁸⁾		2,750,000	A	$0.00	2,750,000	I	See footnote⁽⁴⁾
Class A Common Stock	03/25/2019		S		2,750,000	D	$17	0	I	See footnote⁽⁴⁾
Class A Common Stock	03/25/2019		C⁽⁹⁾		165,040	A	$0.00	165,040	I	See footnote⁽⁵⁾
Class A Common Stock	03/25/2019		S		165,040	D	$17	0	I	See footnote⁽⁵⁾

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⁾⁽¹⁰⁾	⁽¹⁰⁾	03/25/2019		J		11,489,350		⁽¹⁰⁾	⁽¹⁰⁾	Class A Common Stock	11,489,350	$0.00	11,489,350	D
Class B Common Stock⁽¹⁾⁽¹⁰⁾	⁽¹⁰⁾	03/25/2019		J		29,117,700		⁽¹⁰⁾	⁽¹⁰⁾	Class A Common Stock	29,117,700	$0.00	29,117,700	I	See footnote⁽⁴⁾
Class B Common Stock⁽¹⁾⁽¹⁰⁾	⁽¹⁰⁾	03/25/2019		J		4,801,850		⁽¹⁰⁾	⁽¹⁰⁾	Class A Common Stock	4,801,850	$0.00	4,801,850	I	See footnote⁽⁵⁾
Class B Common Stock⁽¹⁾⁽¹⁰⁾	⁽¹⁰⁾	03/25/2019		J		400,000		⁽¹⁰⁾	⁽¹⁰⁾	Class A Common Stock	400,000	$0.00	400,000	I	See footnote⁽⁶⁾
Class B Common Stock⁽¹⁰⁾	⁽¹⁰⁾	03/25/2019		C⁽⁷⁾			820,000	⁽¹⁰⁾	⁽¹⁰⁾	Class A Common Stock	820,000	$0.00	10,669,350	D
Class B Common Stock⁽¹⁰⁾	⁽¹⁰⁾	03/25/2019		C⁽⁸⁾			2,750,000	⁽¹⁰⁾	⁽¹⁰⁾	Class A Common Stock	2,750,000	$0.00	26,367,700	I	See footnote⁽⁴⁾
Class B Common Stock⁽¹⁰⁾	⁽¹⁰⁾	03/25/2016		C⁽⁹⁾			165,040	⁽¹⁰⁾	⁽¹⁰⁾	Class A Common Stock	165,040	$0.00	4,636,810	I	See footnote⁽⁵⁾

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.

2. 49,430 of the shares are represented by restricted stock units (RSUs), 4,820 of which are issuable in respect of dividend equivalent rights on the RSUs. Each RSU represents a contingent right to receive one share of the Issuer's Common Stock upon settlement. The RSUs vest in a series of three (3) equal installments on the dates that are thirteen (13), twenty-four (24) and thirty-six (36) months following the date of grant.

3. Each share is represented by an RSU, 4,820 of which are issuable in respect of dividend equivalent rights on the RSUs. 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. The RSUs vest in a series of three (3) equal installments on the dates that are thirteen (13), twenty-four (24) and thirty-six (36) months following the date of grant.

4. The shares are held by the Peter E. Haas Jr. Family Fund, of which Mr. Haas is Vice President, for the benefit of charitable entities. Mr. Haas disclaims beneficial ownership of these shares.

5. The shares are held by trusts, of which Mr. Haas is trustee, for the benefit of others. Mr. Haas disclaims beneficial ownership of these shares.

6. The shares are held by Mr. Haas' spouse. Mr. Haas disclaims beneficial ownership of these shares.

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

8. Represents the conversion of Class B Common Stock into Class A Common Stock held of record by the Peter E. Haas Jr. Family Fund.

9. Represents the conversion of Class B Common Stock into Class A Common Stock held of record by trusts, of which Mr. Haas is trustee, for the benefit of others.

10. 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.

Remarks:

	/s/ Cynthia Lee, Attorney-in-Fact	03/27/2019
	** 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 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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Haas Peter E. Jr. Form 4LEVI STRAUSS & CO / Peter E. Jr. Haas ownership change