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: Bergh Charles V (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-03-25	Common Stock	J	499870	—	Disposed	0	Direct
2019-03-25	Class A Common Stock	J	477780	—	Acquired	477780	Direct
2019-03-25	Common Stock	J	1638590	—	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-03-25	Class B Common Stock	$	J	22090	Acquired		Class A Common Stock (22090)	Direct
2019-03-25	Class B Common Stock	$	J	1638590	Acquired		Class A Common Stock (1638590)	Indirect
2019-03-25	Stock Appreciation Rights	$6.10	J	4526360	Disposed	2023-02-09	Common Stock (4526360)	Direct
2019-03-25	Stock Appreciation Rights	$6.10	J	4526360	Acquired	2023-02-09	Class B Common Stock (4526360)	Direct
2019-03-25	Stock Appreciation Rights	$7.425	J	3283010	Disposed	2022-02-04	Common Stock (3283010)	Direct
2019-03-25	Stock Appreciation Rights	$7.425	J	3283010	Acquired	2022-02-04	Class B Common Stock (3283010)	Direct
2019-03-25	Stock Appreciation Rights	$6.45	J	2897320	Disposed	2021-02-05	Common Stock (2897320)	Direct
2019-03-25	Stock Appreciation Rights	$6.45	J	2897320	Acquired	2021-02-05	Class B Common Stock (2897320)	Direct
2019-03-25	Stock Appreciation Rights	$14.875	J	403900	Disposed	2029-01-29	Common Stock (403900)	Direct
2019-03-25	Stock Appreciation Rights	$14.875	J	403900	Acquired	2029-01-29	Class B Common Stock (403900)	Direct
2019-03-25	Stock Appreciation Rights	$9.60	J	643170	Disposed	2025-01-30	Common Stock (643170)	Direct
2019-03-25	Stock Appreciation Rights	$9.60	J	643170	Acquired	2025-01-30	Class B Common Stock (643170)	Direct
2019-03-25	Stock Appreciation Rights	$6.90	J	1007430	Disposed	2024-02-01	Common Stock (1007430)	Direct
2019-03-25	Stock Appreciation Rights	$6.90	J	1007430	Acquired	2024-02-01	Class B Common Stock (1007430)	Direct

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: 477,780 of the shares are represented by restricted stock units (RSUs). Each RSU represents a contingent right to receive one share of the Issuer's Common Stock upon settlement. Of the 477,780 RSUs, (i) 225,010 RSUs vest on February 1, 2020, (ii) 131,350 RSUs represent the unvested portion of an RSU award that vests in four equal annual installments beginning on January 30, 2019, and (iii) 121,420 RSUs vest in four equal annual installments beginning on January 30, 2020.

F3: Each share is represented by an RSU. 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. Of these RSUs, (i) 225,010 RSUs vest on February 1, 2020, (ii) 131,350 RSUs represent the unvested portion of an RSU award that vests in four equal annual installments beginning on January 30, 2019, and (iii) 121,420 RSUs vest in four equal annual installments beginning on January 30, 2020.

F4: The shares are held by the Charles V Bergh Tr Ua 02/25/2019 Charles Bergh 2019 Trust.

F5: 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.

F6: Each stock appreciation right (SAR) represents the right to receive, upon exercise, shares of the Issuer's Common Stock with a value equal to the increase in the fair market value of one share of Common Stock from the date of grant of the SAR.

F7: Of these SARs: (i) 2,057,430 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) 2,468,930 are time-based SARs that vested as to 25% of the SARs on February 9, 2017, with the remainder vesting in 36 equal monthly installments thereafter.

F8: Each SAR represents the right to receive, upon exercise, shares of the Issuer's Class B Common Stock with a value equal to the increase in the fair market value of one share of Class B Common Stock from the date of grant of the SAR.

F9: Of these SARs: (i) 1,396,220 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; and (ii) 1,886,790 are time-based SARs that are fully vested.

F10: Of these SARs: (i) 965,780 are PSARs that vested on February 1, 2017 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) 1,931,540 are time-based SARs that are fully vested.

F11: 25% of the SARs vest on January 30, 2020, and 1/3 of the remaining SARs vest annually beginning on January 30, 2021.

F12: 25% of the SARs vested on January 30, 2019, and 1/3 of the remaining SARs vest annually beginning on January 30, 2020.

F13: 25% of the SARs vested on February 1, 2018, and 1/3 of the remaining SARs vest annually beginning on February 1, 2019.