SEC FORM 4

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^*

Bagattini Roy

(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 & President, Americas

3. Date of Earliest Transaction (Month/Day/Year)
01/21/2020

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	01/22/2020		C⁽¹⁾		54,037⁽²⁾	A	$0.00	133,457	D
Class A Common Stock	01/22/2020		S⁽¹⁾		2,300	D	$20.0004⁽³⁾	131,157	D
Class A Common Stock	01/23/2020		S⁽¹⁾		51,737	D	$20.0155⁽⁴⁾	79,420	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	$7.425	01/21/2020		M			8,130	⁽⁵⁾	02/04/2022	Class B Common Stock⁽⁶⁾	8,130	$0.00	0	D
Class B Common Stock	⁽⁶⁾	01/21/2020		M		8,130		⁽⁶⁾	⁽⁶⁾	Class A Common Stock	8,130	$7.425	8,130	D
Class B Common Stock	⁽⁶⁾	01/21/2020		D			4,997	⁽⁶⁾	⁽⁶⁾	Class A Common Stock	4,997	$20	3,133	D
Stock Appreciation Rights	$6.1	01/21/2020		M			41,870	⁽⁷⁾	02/09/2023	Class B Common Stock⁽⁶⁾	41,870	$0.00	285,640	D
Class B Common Stock	⁽⁶⁾	01/21/2020		M		41,870		⁽⁶⁾	⁽⁶⁾	Class A Common Stock	41,870	$6.1	45,003	D
Class B Common Stock	⁽⁶⁾	01/21/2020		D			23,030	⁽⁶⁾	⁽⁶⁾	Class A Common Stock	23,030	$20	21,973	D
Stock Appreciation Rights	$6.85	01/21/2020		M			75,000	⁽⁸⁾	07/13/2023	Class B Common Stock⁽⁶⁾	75,000	$0.00	769,480	D
Class B Common Stock	⁽⁶⁾	01/21/2020		M		75,000		⁽⁶⁾	⁽⁶⁾	Class A Common Stock	75,000	$6.85	96,973	D
Class B Common Stock	⁽⁶⁾	01/21/2020		D			42,936	⁽⁶⁾	⁽⁶⁾	Class A Common Stock	42,936	$20	54,037	D
Class B Common Stock	⁽⁶⁾	01/22/2020		C			54,037⁽²⁾	⁽⁶⁾	⁽⁶⁾	Class A Common Stock	54,037	$0.00	0	D

Explanation of Responses:

1. The transaction being reported was effected pursuant to a previously established Rule 10b5-1 trading plan.

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

3. Price represents the weighted average sale price of the shares sold. The sale price ranged from $20.00 to $20.01 per share. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price within the range set forth in this Form 4.

4. Price represents the weighted average sale price of the shares sold. The sale price ranged from $20.00 to $20.08 per share. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price within the range set forth in this Form 4.

5. 100% of these SARs 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. Of these SARs: (i) 229,830 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) 55,810 are time-based SARs from an original grant of 275,800 SARs, of which 219,990 have been exercised, that vested as to 25% of the SARs on February 9, 2017, with the remainder vesting in 36 equal monthly installments thereafter.

8. Of these SARs: (i) 544,820 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, of which 75,000 have been exercised; and (ii) 299,660 from an original grant of 653,790 SARs, of which 354,130 have been exercised, are time-based SARs that vested as to 25% of the SARs on July 13, 2017, with the remainder vesting in 36 equal monthly installments thereafter.

Remarks:

	/s/ Cynthia Lee, Attorney-in-Fact	01/23/2020
	** 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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