LEVI STRAUSS & CO — Director's Dealing 2019

Mar 28, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LEVI STRAUSS & CO (LEVI)
CIK: 0000094845
Period of Report: 2019-03-25

Reporting Person: Haas Peter E. Jr. (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-03-25	Common Stock	J	11538780	—	Disposed	0	Direct
2019-03-25	Class A Common Stock	J	49430	—	Acquired	49430	Direct
2019-03-25	Common Stock	J	29117700	—	Disposed	0	Indirect
2019-03-25	Common Stock	J	4801850	—	Disposed	0	Indirect
2019-03-25	Common Stock	J	400000	—	Disposed	0	Indirect
2019-03-25	Class A Common Stock	C	820000	$0.00	Acquired	820000	Direct
2019-03-25	Class A Common Stock	S	820000	$17.00	Disposed	0	Direct
2019-03-25	Class A Common Stock	C	2750000	$0.00	Acquired	2750000	Indirect
2019-03-25	Class A Common Stock	S	2750000	$17.00	Disposed	0	Indirect
2019-03-25	Class A Common Stock	C	165040	$0.00	Acquired	165040	Indirect
2019-03-25	Class A Common Stock	S	165040	$17.00	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-03-25	Class B Common Stock	$	J	11489350	Acquired		Class A Common Stock (11489350)	Direct
2019-03-25	Class B Common Stock	$	J	29117700	Acquired		Class A Common Stock (29117700)	Indirect
2019-03-25	Class B Common Stock	$	J	4801850	Acquired		Class A Common Stock (4801850)	Indirect
2019-03-25	Class B Common Stock	$	J	400000	Acquired		Class A Common Stock (400000)	Indirect
2019-03-25	Class B Common Stock	$	C	820000	Disposed		Class A Common Stock (820000)	Direct
2019-03-25	Class B Common Stock	$	C	2750000	Disposed		Class A Common Stock (2750000)	Indirect
2016-03-25	Class B Common Stock	$	C	165040	Disposed		Class A Common Stock (165040)	Indirect

Footnotes

F1: 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.

F2: 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.

F3: 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.

F4: 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.

F5: 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.

F6: The shares are held by Mr. Haas' spouse. Mr. Haas disclaims beneficial ownership of these shares.

F7: Represents the conversion of Class B Common Stock into Class A Common Stock held of record by the Reporting Person.

F8: Represents the conversion of Class B Common Stock into Class A Common Stock held of record by the Peter E. Haas Jr. Family Fund.

F9: 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.

F10: 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.