Filing Details

 

 

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.

(Name of Issuer)

Class A Common Stock, $0.001 par value per share

(Title of Class of Securities)

52736R102

(CUSIP Number)

December 31, 2022

(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 persons 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)     Charles V. Bergh
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     7,870,883 (See Item 4 herein)
				6		SHARED VOTING POWER     0 (See Item 4 herein)
				7		SOLE DISPOSITIVE POWER     7,870,883 (See Item 4 herein)
				8		SHARED DISPOSITIVE POWER     0 (See Item 4 herein)

9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     7,870,883 (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)     2.0% of Common Stock (7.8% of Class A Common Stock) (See Item 4 herein)
12		TYPE OF REPORTING PERSON*     IN

CUSIP No. 52736R102

 

1		NAME OF REPORTING PERSONS   I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)     Charles V. Bergh TR UA 02/25/2019 Bergh 2019 Family Trust
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*   (a)  ☐        (b)  ☐
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION     California

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				5		SOLE VOTING POWER     631,500 (See Item 4 herein)
				6		SHARED VOTING POWER     0 (See Item 4 herein)
				7		SOLE DISPOSITIVE POWER     631,500 (See Item 4 herein)
				8		SHARED DISPOSITIVE POWER     (See Item 4 herein)

9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     631,500 (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)     0.2% of Common Stock (0.7% of Class A Common Stock) (See Item 4 herein)
12		TYPE OF REPORTING PERSON*     OO

CUSIP No. 52736R102

 

1		NAME OF REPORTING PERSONS   I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)     Charles V. Bergh TR UA 05/04/2022 Charles Bergh 2022 Trust
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*   (a)  ☐        (b)  ☐
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION     California

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				5		SOLE VOTING POWER     1,588,201 (See Item 4 herein)
				6		SHARED VOTING POWER     0 (See Item 4 herein)
				7		SOLE DISPOSITIVE POWER     1,588,201 (See Item 4 herein)
				8		SHARED DISPOSITIVE POWER     (See Item 4 herein)

9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     1,588,201 (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)     0.4% of Common Stock (1.7% of Class A Common Stock) (See Item 4 herein)
12		TYPE OF REPORTING PERSON*     OO

CUSIP No. 52736R102

 

1		NAME OF REPORTING PERSONS   I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)     Bryn Mawr Trust Co of DE TR UA 12/14/2020 Bergh 2020 Descendants Trust
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*   (a)  ☐        (b)  ☐
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION     California

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				5		SOLE VOTING POWER     1,057,235 (See Item 4 herein)
				6		SHARED VOTING POWER     0 (See Item 4 herein)
				7		SOLE DISPOSITIVE POWER     1,057,235 (See Item 4 herein)
				8		SHARED DISPOSITIVE POWER     (See Item 4 herein)

9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     1,057,235 (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)     0.3% of Common Stock (1.1% of Class A Common Stock) (See Item 4 herein)
12		TYPE OF REPORTING PERSON*     OO

Item 1.

 

(a)	Name of Issuer

Levi Strauss & Co.

 

(b)	Address of Issuers Principal Executive Offices

1155 Battery Street

San Francisco, CA 94111

Item 2.

 

(a)	Name of Person Filing

Charles V. Bergh

Charles V. Bergh TR UA 02/25/2019 Bergh 2019 Family Trust (2019 Trust)

Charles V. Bergh TR UA 05/04/2022 Charles Bergh 2022 Trust (2022 Trust)

Bryn Mawr Trust Co of DE TR UA 12/14/2020 Bergh 2020 Descendants Trust (2020 Descendants Trust)

 

(b)	Address of Principal Business Office or, if none, Residence

c/o Levi Strauss & Co.

1155 Battery Street

San Francisco, CA 94111

 

(c)	Citizenship

 

 

(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.

 

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, 2022: 3,725,637 shares of the Issuers Class A Common Stock and 4,145,246 shares of the Issuers Class B Common Stock, of which (i) 23,763 shares of Class A Common Stock and 363,011 shares of Class B Common Stock are held directly (ii) 631,500 shares of Class A Common Stock are held by the 2019 Trust, (iii) 1,588,201 shares of Class A Common Stock are held by the 2022 Trust, (iv) 1,057,235 shares of Class A Common Stock are held by the 2020 Descendants Trust; (v) 230,123 shares of Class A Common Stock and 30,350 shares of Class B Common Stock are issuable upon the vesting of restricted stock units held by Mr. Bergh within 60 days of December 31, 2022 and (vi) 194,815 shares of Class A Common Stock and 3,751,885 shares of Class B Common Stock are issuable upon the exercise of stock appreciation rights held by Mr. Bergh within 60 days of December 31, 2022. The Class B Common Stock is convertible at the holders option into the Issuers 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.

 

(b)	Percent of class:

Based on (i) 96,241,469 shares of the Issuers Class A Common Stock issued and outstanding and (ii) 297,962,327 shares of the Issuers Class B Common Stock (together with the Class A Common Stock, the Common Stock) issued and outstanding, in each case, as of December 31, 2022, as reported by the Issuer, and the information set forth in (a) above, Mr. Bergh beneficially owned 2.0% of the Issuers outstanding Common Stock, representing 1.5% of the total voting power of the Issuers outstanding Common Stock, and beneficially owned 7.8% of the Issuers outstanding Class A Common Stock (treating only shares of Class B Common Stock beneficially owned by Mr. Bergh

as converted for purposes of computing this percentage), the 2019 Trust beneficially owned 0.2% of the Issuers outstanding Common Stock, representing less than 0.1% of the total voting power of the Issuers outstanding Common Stock, and beneficially owned 0.7% of the Issuers outstanding Class A Common Stock (treating only shares of Class B Common Stock beneficially owned by the 2019 Trust as converted for purposes of computing this percentage), the 2022 Trust beneficially owned 0.4% of the Issuers outstanding Common Stock, representing 0.1% of the total voting power of the Issuers outstanding Common Stock, and beneficially owned 1.7% of the Issuers outstanding Class A Common Stock (treating only shares of Class B Common Stock beneficially owned by the 2022 Trust as converted for purposes of computing this percentage), and the 2020 Descendants Trust beneficially owned 0.3% of the Issuers outstanding Common Stock, representing less than 0.1% of the total voting power of the Issuers outstanding Common Stock, and beneficially owned 1.1% of the Issuers outstanding Class A Common Stock (treating only shares of Class B Common Stock beneficially owned by the 2020 Descendants Trust 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:

 

Charles Bergh		7,870,883
2019 Trust		631,500
2022 Trust		1,588,201
2020 Descendants Trust		1,057,235

 

(ii)

Shared power to vote or to direct the vote:

 

Charles Bergh		0
2019 Trust		0
2022 Trust		0
2020 Descendants Trust		0

 

(iii)

Sole power to dispose or to direct the disposition of:

 

Charles Bergh		7,870,883
2019 Trust		631,500
2022 Trust		1,588,201
2020 Descendants Trust		1,057,235

 

(iv)

Shared power to dispose or to direct the disposition of:

 

Charles Bergh		0
2019 Trust		0
2022 Trust		0
2020 Descendants Trust		0

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 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.

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.

 

February 10, 2023		/s/ Charles V. Bergh
		Charles V. Bergh
		CHARLES V. BERGH TR UA 02/25/2019
		BERGH 2019 FAMILY TRUST
		/s/ Charles V. Bergh
		Charles V. Bergh, Trustee
		CHARLES V. BERGH TR UA 05/04/2022
		CHARLES BERGH 2022 TRUST
		/s/ Charles V. Bergh
		Charles V. Bergh, Trustee
		BRYN MAWR TRUST CO OF DE TR UA 12/14/2020
		BERGH 2020 DESCENDANTS TRUST
		/s/ Robert W. Eaddy
		The Bryn Mawr Trust Co. of Delaware, Trustee
		Name: Robert W. Eaddy
		Title: President