Levi Strauss & Co. Form 4 LEVI STRAUSS & CO / Seth M. Ellison 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^*

Ellison Seth M.

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP & Chief Commercial Officer

3. Date of Earliest Transaction (Month/Day/Year)
11/15/2022

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)
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)
Class A Common Stock	11/15/2022		C⁽¹⁾		4,315⁽²⁾	A	$0.00	94,261	D
Class A Common Stock	11/15/2022		S⁽¹⁾		4,315	D	$16.35⁽³⁾	89,946	D
Class A Common Stock	11/16/2022		C⁽¹⁾		4,250⁽²⁾	A	$0.00	94,196	D
Class A Common Stock	11/16/2022		S⁽¹⁾		4,250	D	$15.91⁽⁴⁾	89,946	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)
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)
Stock Appreciation Rights	$6.9	11/15/2022		M⁽¹⁾			4,500	⁽⁵⁾	02/01/2024	Class B Common Stock⁽⁶⁾	4,500	$0.00	17,254	D
Class B Common Stock	⁽⁶⁾	11/15/2022		M⁽¹⁾		4,500		⁽⁶⁾	⁽⁶⁾	Class A Common Stock	4,500	$6.9	4,500	D
Class B Common Stock	⁽⁶⁾	11/15/2022		D⁽¹⁾⁽⁷⁾			3,279	⁽⁶⁾	⁽⁶⁾	Class A Common Stock	3,279	$16.32	1,221	D
Stock Appreciation Rights	$6.1	11/15/2022		M⁽¹⁾			10,500	⁽⁸⁾	02/09/2023	Class B Common Stock⁽⁶⁾	10,500	$0.00	37,915	D
Class B Common Stock	⁽⁶⁾	11/15/2022		M⁽¹⁾		10,500		⁽⁶⁾	⁽⁶⁾	Class A Common Stock	10,500	$6.1	11,721	D
Class B Common Stock	⁽⁶⁾	11/15/2022		D⁽¹⁾⁽⁷⁾			7,406	⁽⁶⁾	⁽⁶⁾	Class A Common Stock	7,406	$16.32	4,315	D
Class B Common Stock	⁽⁶⁾	11/15/2022		C⁽¹⁾			4,315⁽²⁾	⁽⁶⁾	⁽⁶⁾	Class A Common Stock	4,315	$0.00	0	D
Stock Appreciation Rights	$6.9	11/16/2022		M⁽¹⁾			4,500	⁽⁵⁾	02/01/2024	Class B Common Stock⁽⁶⁾	4,500	$0.00	12,754	D
Class B Common Stock	⁽⁶⁾	11/16/2022		M⁽¹⁾		4,500		⁽⁶⁾	⁽⁶⁾	Class A Common Stock	4,500	$6.9	4,500	D
Class B Common Stock	⁽⁶⁾	11/16/2022		D⁽¹⁾⁽⁷⁾			3,300	⁽⁶⁾	⁽⁶⁾	Class A Common Stock	3,300	$15.95	1,200	D
Stock Appreciation Rights	$6.1	11/16/2022		M⁽¹⁾			10,500	⁽⁸⁾	02/09/2023	Class B Common Stock⁽⁶⁾	10,500	$0.00	27,415	D
Class B Common Stock	⁽⁶⁾	11/16/2022		M⁽¹⁾		10,500		⁽⁶⁾	⁽⁶⁾	Class A Common Stock	10,500	$6.1	11,700	D
Class B Common Stock	⁽⁶⁾	11/16/2022		D⁽¹⁾⁽⁷⁾			7,450	⁽⁶⁾	⁽⁶⁾	Class A Common Stock	7,450	$15.95	4,250	D
Class B Common Stock	⁽⁶⁾	11/16/2022		C⁽¹⁾			4,250⁽²⁾	⁽⁶⁾	⁽⁶⁾	Class A Common Stock	4,250	$0.00	0	D

Explanation of Responses:

1. Transaction pursuant to a previously established Rule 10b5-1 Plan.

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

3. The price in Column 4 is a weighted average sale price. The prices actually received ranged from $16.32 to $16.361. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.

4. The price in Column 4 is a weighted average sale price. The prices actually received ranged from $15.899 to $15.91. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.

5. 100% of these stock appreciation rights are fully vested.

6. 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.

7. Represents shares withheld by the company for taxes upon exercise of a stock appreciation right.

8. The stock appreciation rights are performance stock appreciation rights 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.

Remarks:

	/s/ Priscilla Duncan-Tannous, Attorney-in-Fact	11/17/2022
	** 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.

Levi Strauss & Co. (LEVI) Form 4LEVI STRAUSS & CO / Seth M. Ellison ownership change