Sec Form 4 Filing - Bagattini Roy @ LEVI STRAUSS & CO - 2020-01-21

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Bagattini Roy
2. Issuer Name and Ticker or Trading Symbol
LEVI STRAUSS & CO [ LEVI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
EVP & President, Americas
(Last) (First) (Middle)
C/O LEVI STRAUSS & CO., 1155 BATTERY STREET
3. Date of Earliest Transaction (MM/DD/YY)
01/21/2020
(Street)
SAN FRANCISCO, CA94111
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 01/22/2020 C( 1 ) 54,037 ( 2 ) A $ 0 133,457 D
Class A Common Stock 01/22/2020 S( 1 ) 2,300 D $ 20.0004 ( 3 ) 131,157 D
Class A Common Stock 01/23/2020 S( 1 ) 51,737 D $ 20.0155 ( 4 ) 79,420 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Appreciation Rights $ 7.425 01/21/2020 M 8,130 ( 5 ) 02/04/2022 Class B Common Stock ( 6 ) 8,130 $ 0 0 D
Class B Common Stock ( 6 ) 01/21/2020 M 8,130 ( 6 ) ( 6 ) Class A Common Stock 8,130 $ 7.425 8,130 D
Class B Common Stock ( 6 ) 01/21/2020 D 4,997 ( 6 ) ( 6 ) Class A Common Stock 4,997 $ 20 3,133 D
Stock Appreciation Rights $ 6.1 01/21/2020 M 41,870 ( 7 ) 02/09/2023 Class B Common Stock ( 6 ) 41,870 $ 0 285,640 D
Class B Common Stock ( 6 ) 01/21/2020 M 41,870 ( 6 ) ( 6 ) Class A Common Stock 41,870 $ 6.1 45,003 D
Class B Common Stock ( 6 ) 01/21/2020 D 23,030 ( 6 ) ( 6 ) Class A Common Stock 23,030 $ 20 21,973 D
Stock Appreciation Rights $ 6.85 01/21/2020 M 75,000 ( 8 ) 07/13/2023 Class B Common Stock ( 6 ) 75,000 $ 0 769,480 D
Class B Common Stock ( 6 ) 01/21/2020 M 75,000 ( 6 ) ( 6 ) Class A Common Stock 75,000 $ 6.85 96,973 D
Class B Common Stock ( 6 ) 01/21/2020 D 42,936 ( 6 ) ( 6 ) Class A Common Stock 42,936 $ 20 54,037 D
Class B Common Stock ( 6 ) 01/22/2020 C 54,037 ( 2 ) ( 6 ) ( 6 ) Class A Common Stock 54,037 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Bagattini Roy
C/O LEVI STRAUSS & CO.
1155 BATTERY STREET
SAN FRANCISCO, CA94111
EVP & President, Americas
Signatures
/s/ Cynthia Lee, Attorney-in-Fact 01/23/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The transaction being reported was effected pursuant to a previously established Rule 10b5-1 trading plan.
( 2 )Represents the conversion of Class B Common Stock into Class A Common Stock held of record by the Reporting Person.
( 3 )Price represents the weighted average sale price of the shares sold. The sale price ranged from $20.00 to $20.01 per share. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price within the range set forth in this Form 4.
( 4 )Price represents the weighted average sale price of the shares sold. The sale price ranged from $20.00 to $20.08 per share. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price within the range set forth in this Form 4.
( 5 )100% of these SARs are fully vested.
( 6 )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.
( 7 )Of these 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) 55,810 are time-based SARs from an original grant of 275,800 SARs, of which 219,990 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.
( 8 )Of these SARs: (i) 544,820 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, of which 75,000 have been exercised; 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.

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