Levi Strauss & Co. (LEVI) Form 5 LEVI STRAUSS & CO / Joshua E Prime ownership change

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

Prime Joshua E

(Last) (First) (Middle)

C/O ARGONAUT SECURITIES COMPANY

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
	Officer (give title below)	Other (specify below)

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
11/26/2023

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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				Amount	(A) or (D)	Price

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)
					(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	$0	01/31/2023		G	1,869		(1)	(1)	Class A Common Stock	(1)	$0	43,826	D
Class B Common Stock	$0	01/31/2023		G	0		(1)	(1)	Class A Common Stock	(1)	$0	1,770,362	I	As trustee(2)
Class B Common Stock	$0	01/31/2023		G	1,869		(1)	(1)	Class A Common Stock	(1)	$0	1,382,781	I	By spouse
Class B Common Stock	$0	01/31/2023		G(3)	5,607		(1)	(1)	Class A Common Stock	(1)	$0	200,076	I	By spouse as custodian
Class B Common Stock	$0	01/31/2023		G(4)		5,607	(1)	(1)	Class A Common Stock	(1)	$0	1,382,781	I	By spouse
Class B Common Stock	$0	01/31/2023		G(4)	5,607		(1)	(1)	Class A Common Stock	(1)	$0	200,076	I	By spouse as custodian

Explanation of Responses:

1. 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. Represents (i) 1,760,362 shares of Class B Common Stock held by grantor retained annuity trusts, for which the reporting person serves as trustee and (ii) 10,000 shares of Class B Common Stock held by Haas Prime Family 2012 Trust, for which the reporting person and his spouse serve as co-trustees. Mr. Prime disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

3. Gift of shares to custodial accounts for the benefit of the children of the reporting person, for which the spouse of the reporting person serves as custodian. Mr. Prime disclaims beneficial ownership of these shares.

4. Gift of shares of from the reporting person's spouse to custodial accounts for the benefit of the children of the reporting person, for which the spouse of the reporting person serves as custodian. Mr. Prime disclaims beneficial ownership of these shares.

	/s/ Parker B. Phillips, attorney-in-fact	01/25/2024
	** 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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