Levi Strauss & Co. (LEVI) Form 4 LEVI STRAUSS & CO / Charles V Bergh 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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
01/24/2022

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	01/24/2022		A(1)		356,731	A	$0.00	1,469,777	D
Class A Common Stock	01/24/2022		F(2)		170,070	D	$21.79	1,299,707	D
Class A Common Stock	01/25/2022		A(3)		127,976	A	$0.00	1,427,683	D
Class A Common Stock								1,057,235	I	See Footnote(4)
Class A Common Stock								720,000	I	See Footnote(5)
Class A Common Stock								269,000	I	See Footnote(6)

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
Stock Appreciation Rights	$21	01/25/2022		A		316,548		(7)	01/25/2032	Class A Common Stock	316,548	$0.00	316,548	D

Explanation of Responses:

1. On January 30, 2019, the reporting person was granted performance-based restricted stock units (PSRUs). Each PRSU represents a contingent right to receive shares 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 PRSUs vest at the end of a three-year period following the grant on the date that the Board of Directors certifies attainment, based on the Issuer's satisfaction of certain performance criteria. The performance criteria were met on January 24, 2022, resulting in the issuance of 356,731 vested PRSUs.

2. Shares withheld to cover tax obligation from settlement of vested restricted stock units.

3. The shares are represented by restricted stock units (RSUs). Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement. The RSUs vest in four equal installments of 25% on each of January 27, 2023, January 26, 2024, January 24, 2025, and January 30, 2026, subject to Participant's Continuous Service through each such vesting date.

4. The shares are held in an irrevocable trust to which Mr. Bergh is Investment Direction Adviser and of which Mr. Bergh's family members are beneficiaries.

5. The shares are held in a family trust formed in 2020 of which Mr. Bergh is trustee.

6. The shares are held in another family trust formed in 2019 of which Mr. Bergh is trustee.

7. Vests in four equal installments of 25% on each of January 27, 2023, January 26, 2024, January 24, 2025, and January 30, 2026, subject to Participant's Continuous Service through each such vesting date.

Remarks:

	/s/ David Jedrzejek, Attorney-in-Fact	01/26/2022
	** 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.
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.