Sec Form 13D Filing - Prime Joshua E filing for LEVI STRAUSS & CO (LEVI) - 2020-04-06

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

___________________________

SCHEDULE 13D/A

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)

c/o Argonaut Securities Company

1155 Battery Street

San Francisco, California 94111

(415) 501-4885

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

April 2, 2020

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-l(e), 240.13d-l(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* 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 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).

(1)  Consists of 39,340 shares of Class B Common Stock held by Mr. Prime in his individual capacity, 3,156,086 shares of Class B Common Stock held by the Walter J. Haas 2019 Trust 1A, for which the reporting person serves as trustee, and 2,024,480 shares of Class B Common Stock held by the Walter J. Haas 2019 Trust 2A, for which the reporting person serves as trustee. Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder. 

(2) Consists of 1,049,250 shares of Class B Common Stock held by Mr. Prime’s spouse, 10,000 shares of Class B Common Stock held by Haas Prime Family 2012 Trust, for which the reporting person serves as co-trustee, and 173,160 shares of Class B Common Stock held by Mr. Prime’s spouse as custodian for others.

(3) Based on 63,114,704 total shares of Class A Common Stock outstanding on February 14, 2020, as reported in the issuer’s Definitive Proxy Statement filed with the SEC on February 27, 2020, plus the assumed conversion of 6,452,316 shares of Class B Common Stock deemed beneficially owned by Mr. Prime, as described herein, into shares of Class A Common Stock.

Amendment No. 1 to Schedule 13D

This Amendment No. 1 (this “Amendment”) to Schedule 13D relates to Class A Common Stock, par value $0.001 per share (the “Class A Common Stock”), of Levi Strauss & Co., a Delaware corporation (the “Issuer”), and amends and supplements the initial statement on Schedule 13D filed by the reporting person on February 18, 2020. The items below modify the information disclosed under the corresponding item of the Schedule 13D. Except as specifically provided herein, this Amendment does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined herein shall have the meanings attributed to them in the Schedule 13D. 

Item 4 is hereby amended by adding the following:

On April 2, 2020, a trust for which the Reporting Person serves as trustee distributed 1,219,434 shares of Class B Common Stock of the Issuer to a trust beneficiary. Such shares are held by separate trusts and are no longer deemed beneficially owned by the Reporting Person.

Item 5 of the Schedule 13D is hereby amended and restated as follows:

(a) The Reporting Person beneficially owns an aggregate of 6,452,316 shares of Class B Common Stock of the Issuer, which are convertible int o shares of Class A Common Stock at the option of the holder, and represent approximately 9.3% of the issued and outstanding Class A Common Stock. This percentage is based on 63,114,704 total shares of Class A Common Stock outstanding on February 14, 2020, as reported in the Issuer’s Definitive Proxy Statement filed with the SEC on February 27, 2020, plus the assumed conversion of 6,452,316 shares of Class B Common Stock deemed beneficially owned by the Reporting Person, as described in this Schedule 13D, into shares of Class A Common Stock.

(b) The Reporting Person has:

(c) The Reporting Person serves as the sole trustee of the Walter J. Haas 2019 Trust 1A, which holds 3,156,086 shares of Class B Common Stock, and the Walter J. Haas 2019 Trust 2A, which holds 2,024,480 shares of Class B Common Stock. In his capacity as trustee of the foregoing trusts, the Reporting Person has the sole power to vote and dispose of the shares held by the trusts, and therefore the Reporting Person is deemed to beneficially own the shares held by such trusts. The information regarding the distribution in Item 4 is incorporated by reference herein.

On November 21, 2019, as compensation for his service as a director of the Issuer, the Reporting Person received a grant of 7,016 Restricted Stock Units, which vest in a series of three equal installments on the dates that are thirteen (13), twenty-four (24) and thirty-six (36) months following the grant date, subject to the Reporting Person’s continuous service as a director through each such vesting date.

(d) The shares held by the Walter J. Haas 2019 Trust 1A and the Walter J. Haas 2019 Trust 2A are held for the benefit of Walter J. Haas and his descendants.

(e) Not applicable.

Item 6 is hereby amended by incorporating by reference the information set forth in Item 4 and Item 5 above. 

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: April 6, 2020