LEVI STRAUSS & CO — Major Shareholding Notification 2023

Feb 8, 2023

SC 13G/A 1 formsc13ga.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. 3)*

Levi Strauss & Co.

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(Name of Issuer)

Class A Common Stock, $0.001 par value per share

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(Title of Class of Securities)

52736R102

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(CUSIP Number)

December 31, 2022

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(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) |
| ☒ | 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 3,229,651.9
(See Item 4(a)(i) below) |
| --- | --- |
| 6 | Shared
Voting Power 3,798,200
(See Item 4(a)(ii) below) |
| 7 | Sole
Dispositive Power 3,229,651.9
(See Item 4(a)(i) below) |
| 8 | Shared
Dispositive Power 3,798,200
(See Item 4(a)(ii) below) |

| 9 | Aggregate
Amount Beneficially Owned by Each Reporting Person 7,027,851.9
(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) 7.3%
(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. | If
this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: Not
applicable. |
| Item
4. | Ownership |
| (a) | Amount
Beneficially Owned: 7,027,851.9 |
| | (i)
As of December 31, 2022, the following shares were held of record by trusts for which Ms. Geballe serves as sole trustee: 2,887,400
shares of Class B Common Stock were held of record by the Alison F. Geballe Revocable Trust dated 12/19/2008; 56.955 shares of Class
A Common Stock and 224,139 shares of Class B Common Stock were held of record by the Geballe Grandchildrens’ Trust dated
9/5/1989; 38,285 shares of Class B Common Stock were held of record by a trust dated 8/4/1991; and 56.955 shares of Class A Common
Stock and 79,714 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 A and 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, 2022, 3,798,200 shares of Class B Common Stock were held of record by the Theodore H. Geballe Administrative Trust,
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. |
| --- | --- |
| | The
shares described include shares that Ms. Geballe beneficially owns directly and shares that
she may be deemed to beneficially own indirectly through (1) trusts of which she is trustee
and (2) trusts of which she is a trustee for the benefit of others and for which she has
voting and investment power, but in which she has no pecuniary interest. |
| (b) | Percent
of Class: |
| | 7.3% |
| | 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) 96,520,654 shares of Class A Common Stock outstanding as of January
19, 2023 , as reported in the Issuer’s Annual Report on Form 10-K for the annual period ended November 27, 2022, filed
with the Securities and Exchange Commission on January 25, 2023 (the “Form 10-K”); and (ii) 113.9 shares of Class A
Common Stock and 7,027,738 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. |

(c) Number of shares as to which such person has:

| (i) | Sole
power to vote or to direct the vote: 3,229,651.9 (See Item 4(a)(i) above) |
| --- | --- |
| (ii) | Shared
power to vote or to direct the vote: 3,798,200 (See Item 4(a)(ii) above) |
| (iii) | Sole
power to dispose or to direct the disposition of: 3,229,651.9 (See Item 4(a)(i) above) |
| (iv) | Shared
power to dispose or to direct the disposition of: 3,798,200 (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 8, 2023 |
| --- |
| /s/
Alison F. Geballe |
| Alison
F. Geballe |

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