LEVI STRAUSS & CO — Major Shareholding Notification 2020

Feb 13, 2020

SC 13G 1 sc13g.htm

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

| Levi
Strauss & Co. |
| --- |
| (Name
of Issuer) |
| Class
A Common Stock |
| (Title
of Class of Securities) |
| 52736R102 |
| (CUSIP
Number) |
| December
31, 2019 |
| (Date
of Event which Requires Filing of this Statement) |

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[_] Rule 13d-1(b)

[_] Rule 13d-1(c)

[x] Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes ).

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SCHEDULE 13G

CUSIP No. 52736R102

| 1 | Names
of Reporting Persons |
| --- | --- |
| | Alison
F. Geballe |
| 2 | Check
the appropriate box if a member of a Group (see instructions) |
| | (a)
[ ] (b) [x] |
| 3 | Sec
Use Only |
| 4 | Citizenship
or Place of Organization |
| | United
States |

| Number
of Shares Beneficially Owned by Each Reporting Person With: | Sole
Voting Power |
| --- | --- |
| | 3,639,460
Shares (See Item 4(a) below) |
| 6 | Shared
Voting Power |
| | 2,364,900
Shares (See Item 4(a) below) |
| 7 | Sole
Dispositive Power |
| | 3,639,460
Shares (See Item 4(a) below) |
| 8 | Shared
Dispositive Power |
| | 2,364,900
Shares (See Item 4(a) below) |

| 9 | Aggregate
Amount Beneficially Owned by Each Reporting Person |
| --- | --- |
| | 6,004,360
Shares (See Item 4(a) below) |
| 10 | Check
box if the aggregate amount in row (9) excludes certain shares (See Instructions) |
| | [ ] |
| 11 | Percent
of class represented by amount in row (9) |
| | 9.69%
(See Item 4(b) below) |
| 12 | Type
of Reporting Person (See Instructions) |
| | IN |

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ITEM 1.

| (a) | Name
of Issuer: Levi Strauss & Co. (the “Issuer”) |
| --- | --- |
| (b) | Address
of Issuer’s Principal Executive Offices: 1155 Battery Street, San Francisco, CA 94111 |

ITEM 2.

| (a) | Name
of Person Filing: |
| --- | --- |
| | Alison
F. Geballe |
| (b) | Address
of Principal Business Office or, if None, Residence: |
| | The
address of Reporting Person is: c/o Eucalyptus Associates, 567 Ruger Street, San Francisco, CA 94129 |
| (c) | Citizenship: |
| | Alison
Geballe is a citizen of the United States. |
| (d) | Title
and Class of Securities: |
| | Class
A Common Stock |
| (e) | CUSIP
No.: |
| | 52736R102 |

| Item
3. |
| --- |
| N.A. |

ITEM 4. Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the Issuer identified in Item 1.

| (a) |
| --- |
| (i)
As of December 31, 2019, (i) 3,157,700 shares of Class B Common Stock were held of record by the Alison F. Geballe Revocable
Trust dated 12/19/2008, for which Ms. Geballe serves as sole trustee, (ii) 260,200 shares of Class B Common Stock were held
of record by the Geballe Grandchildren’s Trusts dated 9/5/1989, for which Ms. Geballe serves as trustee, (iii) 70,060
shares of Class B Common Stock were held of record by the Trust dated 8/4/1991, for which Ms. Geballe serves as trustee and
(iv) 151,500 shares of Class B Common Stock were held of record by the Trust dated 12/27/1996, for which Ms. Geballe serves
as trustee. Ms. Geballe holds sole voting and dispositive power, in her capacity as trustee, of the shares of Class B Common
Stock referred to in this paragraph (a)(i). |
| (ii)
As of December 31, 2019, 2,364,900 shares of Class B Common Stock were held of record by the Frances K. Geballe Administrative
Trust dated 5/9/2007, for which Ms. Geballe serves as a co-trustee. Ms. Geballe shares voting and dispositive power, in her
capacity as a co-trustee, of the shares of Class B Common Stock referred to in this paragraph (a)(ii). |

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| 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 rights of the holders of Class A common stock and Class B common stock are identical, except with respect
to voting, conversion and transfer. Each share of Class A common stock is entitled to one vote and each share of Class B common
stock is entitled to ten votes. The rights of the holders of Class A Common Stock and Class B Common Stock are identical,
except with respect to voting, conversion and transfer. |
| --- |
| Ms.
Geballe expressly disclaims “beneficial” ownership of all shares of Class B Common Stock referred to in this Item
4, except for those shares owned of record by the Alison F. Geballe Revocable Trust dated 12/19/2008. |

| (b) |
| --- |
| 9.69% |
| The
ownership percentage is calculated based on 55,957,950 shares of Class A Common Stock outstanding as of December 31, 2019,
plus the assumed conversion of 6,004,360 shares of Class B Common Stock deemed beneficially owned by Ms. Geballe into shares
of Class A Common Stock. The percentage reported does not reflect the ten for one voting power of the Class B Common Stock. |

(c)
(i)	Sole
power to vote or to direct the vote: 3,639,460 shares
(ii)	Shared
power to vote or to direct the vote: 2,364,900 shares
(iii)	Sole
power to dispose or to direct the disposition of: 3,639,460 shares
(iv)	Shared
power to dispose or to direct the disposition of: 2,364,900 shares

| Item
5. | Ownership
of Five Percent or Less of a Class. |
| --- | --- |
| | N.A. |
| Item
6. | Ownership
of more than Five Percent on Behalf of Another Person. |
| | N.A. |
| Item
7. | Identification
and classification of the subsidiary which acquired the security being reported on by the parent holding company or control
person. |
| | N.A. |
| Item
8. | Identification
and classification of members of the group. |
| | N.A. |
| Item
9. | Notice
of Dissolution of Group. |
| | N.A. |
| Item
10. | Certifications. |
| | The
following certification shall be included if the statement is filed pursuant to § 240.13d-1(c): |
| | By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and
are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities
and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect,
other than activities solely in connection with a nomination under § 240.14a-11. |

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

| Dated:
February 13, 2020 |
| --- |
| /s/ Alison F. Geballe |
| Alison
F. Geballe |

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of this filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).

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