LEVI STRAUSS & CO — Director's Dealing 2019

Mar 20, 2019

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: LEVI STRAUSS & CO (LEVI)
CIK: 0000094845
Period of Report: 2019-03-20

Reporting Person: Bagattini Roy (EVP & President, Americas)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	188830	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Appreciation Rights	$6.10	2023-02-09	Common Stock (327510)		Direct
Stock Appreciation Rights	$6.85	2023-07-13	Common Stock (844480)		Direct
Stock Appreciation Rights	$14.875	2029-01-29	Common Stock (78260)		Direct
Stock Appreciation Rights	$9.60	2025-01-30	Common Stock (105200)		Direct
Stock Appreciation Rights	$6.90	2024-02-01	Common Stock (110430)		Direct
Stock Appreciation Rights	$7.425	2022-02-04	Common Stock (23720)		Direct

Footnotes

F1: Each share of Common Stock shall be reclassified into one share of Class B Common Stock immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock.

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: Of these stock appreciation rights (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 SARs 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.

F4: Each 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.

F5: Of these SARs: (i) 544,820 are 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) 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.

F6: 25% of the SARs vest on January 30, 2020, and 1/3 of the remaining SARs vest annually beginning on January 30, 2021.

F7: 25% of the SARs vested on January 30, 2019, and 1/3 of the remaining SARs vest annually beginning on January 30, 2020.

F8: 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.

F9: 100% of the SARs are fully vested.