Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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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)
☒ 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 in 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).
| CUSIP No. 52736R102 |
| 1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
David A. Friedman | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
2,487,561 (See Item 4 herein) | ||||
| 6 | SHARED VOTING POWER
745,930 (See Item 4 herein) | |||||
| 7 | SOLE DISPOSITIVE POWER
2,487,561 (See Item 4 herein) | |||||
| 8 | SHARED DISPOSITIVE POWER
745,930 (See Item 4 herein) | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,233,491 (See Item 4 herein) | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.8% of Common Stock (4.1% of Class A Common Stock) (See Item 4 herein) | |||||
| 12 | TYPE OF REPORTING PERSON*
IN | |||||
Item 1.
| (a) | Name of Issuer |
Levi Strauss & Co.
| (b) | Address of Issuer’s Principal Executive Offices |
1155 Battery Street
San Francisco, CA 94111
Item 2.
| (a) | Name of Person Filing |
David A. Friedman
David A Friedman TR David A Friedman 1993 Revocable Trust (“Trust 1”)
Max Meyer Friedman & David A Friedman & Paulette Meyer Tr Ua 12/26/2007 (“Trust 2”)
David A Friedman & Paulette J Meyer Tr Ua 11/18/11 Kate S Meyer 2011 Irrevocable (“Trust 3”)
Friedman Family Foundation (“Foundation”)
| (b) | Address of Principal Business Office or, if none, Residence |
c/o Levi Strauss & Co.
1155 Battery Street
San Francisco, CA 94111
| (c) | Citizenship |
| David A. Friedman |
United States | |
| Trust 1 |
California | |
| Trust 2 |
California | |
| Trust 3 |
California | |
| Foundation |
California |
| (d) | Title of Class of Securities |
Class A Common Stock, $0.001 par value per share
| (e) | CUSIP Number |
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. |
| (a) | ☐ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). | ||
| (b) | ☐ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). | ||
| (c) | ☐ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | ||
| (d) | ☐ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). | ||
| (e) | ☐ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | ||
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | ||
| (g) | ☐ | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | ||
| (h) | ☐ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | ||
| (i) | ☐ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | ||
| (j) | ☐ | A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); | ||
| (k) | ☐ | Group, in accordance with §240.13d-1(b)(1)(ii)(K). | ||
If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:
| Item 4. | Ownership. |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
As of December 31, 2020: 2,759,295 shares of the Issuer’s Class B Common Stock and 474,196 shares of the Issuer’s Class A Common Stock, of which (i) 26,026 shares of Class A Common Stock are held by Mr. Friedman, (ii) 1,857,540 shares of Class B Common Stock and 345,751 shares of Class A Common Stock were held by Trust 1, for which Mr. Friedman serves as trustee, (iii) 585,930 shares of Class B Common Stock were held by Trust 2, for which Mr. Friedman serves as a co-trustee, (iv) 150,000 shares of Class B Common Stock and 100,000 shares of Class A Common Stock were held by Trust 3, for which Mr. Friedman serves as a trustee, (v) 160,000 shares of Class B Common Stock were held by Friedman Family Foundation (“Foundation”), of which Mr. Friedman is an officer and director, and (vi) 5,825 shares of Class B Common Stock and 2,419 shares of Class A Common Stock that could be issued to Mr. Friedman upon settlement of restricted stock units within 60 days of December 31, 2020 if Mr. Friedman chose to retire from the Issuer’s Board of Directors by such date. The Class B Common Stock is convertible at the holder’s option into the Issuer’s Class A Common Stock on a 1-for-1 basis. The holders of Class B Common Stock are entitled to ten votes per share and the holders of Class A Common Stock are entitled to one vote per share.
Mr. Friedman disclaims beneficial ownership of the Class B Common Stock held by Foundation, Trust 2 and Trust 3, as to which he has no pecuniary interest therein.
(b) Percent of class:
Based on (i) 76,763,304 shares of the Issuer’s Class A Common Stock issued and outstanding and (ii) 321,206,103 shares of the Issuer’s Class B Common Stock (together with the Class A Common Stock, the “Common Stock”) issued and outstanding, in each case, as of December 31, 2020, as reported by the Issuer, and the information set forth in (a) above:
| (A) | Mr. Friedman beneficially owned 0.8% of the Issuer’s outstanding Common Stock, representing 0.9% of the total voting power of the Issuer’s outstanding Common Stock, and beneficially owned 4.1% of the Issuer’s outstanding Class A Common Stock (treating only shares of Class B Common Stock beneficially owned by Mr. Friedman as converted for purposes of computing this percentage), |
| (B) | Trust 1 beneficially owned 0.6% of the Issuer’s outstanding Common Stock, representing 0.6% of the total voting power of the Issuer’s outstanding Common Stock, and beneficially owned 2.9% of the Issuer’s outstanding Class A Common Stock (treating only shares of Class B Common Stock beneficially owned by Trust 1 as converted for purposes of computing this percentage), |
| (C) | Trust 2 beneficially owned 0.1% of the Issuer’s outstanding Common Stock, representing 0.2% of the total voting power of the Issuer’s outstanding Common Stock, and beneficially owned 0.8% of the Issuer’s outstanding Class A Common Stock (treating only shares of Class B Common Stock beneficially owned by Trust 2 as converted for purposes of computing this percentage), |
| (D) | Trust 3 beneficially owned 0.1% of the Issuer’s outstanding Common Stock, representing 0.0% of the total voting power of the Issuer’s outstanding Common Stock, and beneficially owned 0.3% of the Issuer’s outstanding Class A Common Stock (treating only shares of Class B Common Stock beneficially owned by Trust 3 as converted for purposes of computing this percentage), |
| (E) | Foundation beneficially owned 0.0% of the Issuer’s outstanding Common Stock, representing 0.0% of the total voting power of the Issuer’s outstanding Common Stock, and beneficially owned 0.2% of the Issuer’s outstanding Class A Common Stock (treating only shares of Class B Common Stock beneficially owned by Foundation as converted for purposes of computing this percentage). |
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote: |
| David A. Friedman |
2,487,561 | |||
| Trust 1 |
2,203,291 | |||
| Trust 2 |
0 | |||
| Trust 3 |
250,000 | |||
| Foundation |
0 |
| (ii) | Shared power to vote or to direct the vote: |
| David A. Friedman |
745,930 | |||
| Trust 1 |
0 | |||
| Trust 2 |
585,930 | |||
| Trust 3 |
0 | |||
| Foundation |
160,000 |
| (iii) | Sole power to dispose or to direct the disposition of: |
| David A. Friedman |
2,487,561 | |||
| Trust 1 |
2,203,291 | |||
| Trust 2 |
0 | |||
| Trust 3 |
250,000 | |||
| Foundation |
0 |
| (iv) | Shared power to dispose or to direct the disposition of: |
| David A. Friedman |
745,930 | |||
| Trust 1 |
0 | |||
| Trust 2 |
585,930 | |||
| Trust 3 |
0 | |||
| Foundation |
160,000 |
Instruction. For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).
| Item 5. | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☒.
| 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. |
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. | Certification |
Not Applicable
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.
| Date: February 10, 2021 | DAVID A. FRIEDMAN | |||||
| /s/ David A Friedman | ||||||
| DAVID A FRIEDMAN TR DAVID A FRIEDMAN 1993 REVOCABLE TRUST | ||||||
| By: | /s/ David A Friedman | |||||
| Name: | David A. Friedman | |||||
| Title: | Trustee | |||||
| Max Meyer Friedman & David A Friedman & Paulette Meyer Tr Ua 12/26/2007 | ||||||
| By: | /s/ David A Friedman | |||||
| Name: | David A. Friedman | |||||
| Title: | Trustee | |||||
| DAVID A FRIEDMAN & PAULETTE J MEYER TR UA 11/18/11 KATE S MEYER 2011 IRREVOCABLE | ||||||
| By: | /s/ David A Friedman | |||||
| Name: | David A. Friedman | |||||
| Title: | Trustee | |||||
| FRIEDMAN FAMILY FOUNDATION | ||||||
| By: | /s/ David A Friedman | |||||
| Name: | David A. Friedman | |||||
| Title: | Trustee | |||||