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: Bagattini Roy (EVP & President, Americas)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-03-25	Common Stock	J	188830	—	Disposed	0	Direct
2019-03-25	Class A Common Stock	J	79420	—	Acquired	79420	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-03-25	Class B Common Stock	$	J	109410	Acquired		Class A Common Stock (109410)	Direct
2019-03-25	Stock Appreciation Rights	$6.10	J	327510	Disposed	2023-02-09	Common Stock (327510)	Direct
2019-03-25	Stock Appreciation Rights	$6.10	J	327510	Acquired	2023-02-09	Class B Common Stock (327510)	Direct
2019-03-25	Stock Appreciation Rights	$6.85	J	844480	Disposed	2023-07-13	Common Stock (844480)	Direct
2019-03-25	Stock Appreciation Rights	$6.85	J	844480	Acquired	2023-07-13	Class B Common Stock (844480)	Direct
2019-03-25	Stock Appreciation Rights	$14.875	J	78260	Disposed	2029-01-29	Common Stock (78260)	Direct
2019-03-25	Stock Appreciation Rights	$14.875	J	78260	Acquired	2029-01-29	Class B Common Stock (78260)	Direct
2019-03-25	Stock Appreciation Rights	$9.60	J	105200	Disposed	2025-01-30	Common Stock (105200)	Direct
2019-03-25	Stock Appreciation Rights	$9.60	J	105200	Acquired	2025-01-30	Class B Common Stock (105200)	Direct
2019-03-25	Stock Appreciation Rights	$6.90	J	110430	Disposed	2024-02-01	Common Stock (110430)	Direct
2019-03-25	Stock Appreciation Rights	$6.90	J	110430	Acquired	2024-02-01	Class B Common Stock (110430)	Direct
2019-03-25	Stock Appreciation Rights	$7.425	J	23720	Disposed	2022-02-04	Common Stock (23720)	Direct
2019-03-25	Stock Appreciation Rights	$7.425	J	23720	Acquired	2022-02-04	Class B Common Stock (23720)	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: 79,420 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 79,420 RSUs, (i) 34,420 RSUs vest on February 1, 2020, (ii) 21,480 RSUs represent the unvested portion of an RSU award that vests in four equal annual installments beginning on January 30, 2019, and (iii) 23,520 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) 34,420 RSUs vest on February 1, 2020, (ii) 21,480 RSUs represent the unvested portion of an RSU award that vests in four equal annual installments beginning on January 30, 2019, and (iii) 23,520 RSUs vest in four equal annual installments beginning on January 30, 2020.

F4: 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.

F5: 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.

F6: 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) 97,680 are time-based SARs from an original grant of 275,800 SARs, of which 178,120 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.

F7: 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.

F8: 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; 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.

F9: 25% of the SARs vest on January 30, 2020, and 1/3 of the remaining SARs vest annually beginning on January 30, 2021.

F10: 25% of the SARs vested on January 30, 2019, and 1/3 of the remaining SARs vest annually beginning on January 30, 2020.

F11: The original grant was for 147,240 SARs, of which 36,810 SARs were exercised. 25% of the SARs vested on February 1, 2018, and 1/3 of the remaining SARs vest annually beginning on February 1, 2019.

F12: 100% of these SARs are fully vested.