LEVI STRAUSS & CO — Major Shareholding Notification 2021

Feb 16, 2021

SC 13G/A 1 sc13ga.htm

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

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

| Levi
Strauss & Co. |
| --- |
| (Name
of Issuer) |
| Class
A Common Stock, $0.001 par value per share |
| (Title
of Class of Securities) |
| 52736R102 |
| (CUSIP
Number) |
| December
31, 2020 |
| (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 on 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 I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): |
| 2 | Check
the appropriate box if a member of a Group (see instructions) |
| | (a)
[ ] (b) [ ] |
| 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 |
| --- | --- |
| | 3,812,755
(See Item 4(a)(i) below) |
| 6 | Shared
Voting Power |
| | 1,948,724
(See Item 4(a)(ii) below) |
| 7 | Sole
Dispositive Power |
| | 3,812,755
(See Item 4(a)(i) below) |
| 8 | Shared
Dispositive Power |
| | 1,948,724
(See Item 4(a)(ii) below) |

| 9 | Aggregate
Amount Beneficially Owned by Each Reporting Person |
| --- | --- |
| | 5,761,479
(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) |
| | 6.93%
(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: |
| | United States |
| (d) | Title
and Class of Securities: |
| | Class
A Common Stock, $0.001 par value per share |
| (e) | CUSIP
No.: |
| | 52736R102 |

| Item
3. |
| --- |
| Not applicable. |

ITEM 4. Ownership

| (a) |
| --- |
| (i)
As of December 31, 2020, the following shares were held of record
by trusts for which Ms. Geballe serves as sole trustee: 3,055,940 shares of Class B Common Stock were held of record by the Alison
F. Geballe Revocable Trust dated 12/19/2008; 425,233 shares of Class B Common Stock were held of record by the Geballe Grandchildrens’
Trust dated 9/5/1989; 125,071 shares of Class B Common Stock were held of record by a trust dated 8/4/1991; and 206,511 shares
of Class B Common Stock were held of record by a trust dated 12/27/1996. 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). 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. |
| (ii)
As of December 31, 2020, 1,948,724 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.
In her capacity as a co-trustee, Ms. Geballe shares voting and dispositive power of the shares of Class B Common Stock referred
to in this paragraph (a)(ii). 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. |

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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. |
| --- |
| 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) |
| --- |
| 6.93% |
| Based on the quotient obtained by
dividing (a) the aggregate amount beneficially owned by the Reporting Person as set forth in Row 9 by (b) the sum of (i) 77,329,197 shares of Class A Common Stock outstanding as of January 21, 2021 , as reported
in the Issuer’s Quarterly Report on Form 10-K for the annual period ended November 29, 2020, filed with the Securities and
Exchange Commission on January 27, 2021 (the “Form 10-K”); and (ii) 5,761,479 shares of Class B Common Stock beneficially
owned by the Reporting Person. The aggregate number of shares of Class B Common Stock beneficially owned by the Reporting Person
as set forth in Item 4(a) above are treated as converted into Class A Common Stock only for the purpose of computing the percentage
ownership of the Reporting Person. |
| 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. There were 320,730,620 shares of Class B Common Stock outstanding as of January 21, 2021 , as reported
in the Form 10-K, including the 5,761,479 shares of Class B common stock beneficially owned by the Reporting Person as set forth
in Item 4(a) above. The percentage reported does not reflect the ten for one voting power of the Class B Common Stock because these
shares are treated as converted into Class A Common Stock for the purpose of this report. |

(c)
(i)	Sole
power to vote or to direct the vote: 3,812,755 (See Item 4(a)(i) above*)
(ii)	Shared
power to vote or to direct the vote: 1,948,724 (See Item 4(a)(ii) above*)
(iii)	Sole
power to dispose or to direct the disposition of: 3,812,755 (See Item 4(a)(i) above*)
(iv)	Shared
power to dispose or to direct the disposition of: 1,948,724 (See Item 4(a)(ii) above*)

| Item
5. | Ownership
of Five Percent or Less of a Class. |
| --- | --- |
| | Not
applicable. |
| Item
6. | Ownership
of more than Five Percent on Behalf of Another Person. |
| | Not
applicable. |
| Item
7. | Identification
and classification of the subsidiary which acquired the security being reported on by the parent holding company or control
person. |
| | Not
applicable. |
| Item
8. | Identification
and classification of members of the group. |
| | Not
applicable. |
| Item
9. | Notice
of Dissolution of Group. |
| | Not
applicable. |
| Item
10. | Certifications. |
| | Not
applicable. |

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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 16, 2021 |
| --- |
| /s/ Alison F. Geballe |
| Alison
F. Geballe |

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