SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

JAFFE SETH

(Last)

(First)

(Middle)

C/O LEVI STRAUSS & CO.

1155 BATTERY STREET

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/20/2019

3. Issuer Name and Ticker or Trading Symbol
LEVI STRAUSS & CO [ LEVI ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP & General Counsel

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock⁽¹⁾	281,280⁽²⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Appreciation Rights	⁽³⁾	02/09/2023	Common Stock⁽¹⁾	453,320⁽⁴⁾	$6.1	D
Stock Appreciation Rights	⁽⁵⁾	02/04/2022	Common Stock⁽¹⁾	339,610⁽⁴⁾	$7.425	D
Stock Appreciation Rights	⁽⁶⁾	02/05/2021	Common Stock⁽¹⁾	279,560⁽⁴⁾	$6.45	D
Stock Appreciation Rights	⁽⁷⁾	01/29/2029	Common Stock⁽¹⁾	44,720⁽⁴⁾	$14.875	D
Stock Appreciation Rights	⁽⁸⁾	01/30/2025	Common Stock⁽¹⁾	74,120⁽⁴⁾	$9.6	D
Stock Appreciation Rights	⁽⁹⁾	02/01/2024	Common Stock⁽¹⁾	108,490⁽⁴⁾	$6.9	D

Explanation of Responses:

1. 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.

2. 52,800 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 52,800 RSUs, (i) 24,230 RSUs vest on February 1, 2020, (ii) 15,130 RSUs represent the unvested portion of an RSU award that vests in four equal annual installments beginning on January 30, 2019, and (iii) 13,440 RSUs vest in four equal annual installments beginning on January 30, 2020.

3. Of these stock appreciation rights (SARs): (i) 206,050 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) 247,270 are time-based SARs that vested as to 25% of the SARs on February 9, 2017, with the remainder vesting in 36 equal monthly installments thereafter.

4. 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.

5. Of these SARs: (i) 144,430 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) 195,180 are time-based SARs that are fully vested.

6. Of these SARs: (i) 93,190 are PSARs that vested on February 1, 2017 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) 186,370 are time-based SARs that are fully vested.

7. 25% of the SARs vest on January 30, 2020, and 1/3 of the remaining SARs vest annually beginning on January 30, 2021.

8. 25% of the SARs vested on January 30, 2019, and 1/3 of the remaining SARs vest annually beginning on January 30, 2020.

9. 25% of the SARs vested on February 1, 2018, and 1/3 of the remaining SARs vest annually beginning on February 1, 2019.

Remarks:

	/s/ Frank Garcia, Attorney-in-Fact	03/20/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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