WASHINGTON,D.C FORM8-K. CURRENTREPORT PursuanttoSection13or15(d)

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1 UNITEDSTATES SECURITIESANDEXCHANGECOMMISSION WASHINGTON,D.C FORM8-K CURRENTREPORT PursuanttoSection13or15(d) ofthesecuritiesexchangeactof1934 DateofReport(Dateofearliesteventreported):March25,2019 LEVISTRAUSS&CO. (ExactnameofRegistrantasSpecifiedinItsCharter) DELAWARE (StateorOtherJurisdiction (Commission (IRSEmployer ofincorporation) FileNumber) IdentificationNo.) 1155BATTERYSTREET SANFRANCISCO,CALIFORNIA94111 (Addressofprincipalexecutiveoffices,includingzipcode) (415) (Registrant stelephonenumber,includingareacode) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below): Written communications pursuant to Rule 425 under the Securities Act (17 CFR ) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR e-4(c)) Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 ( of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 ( b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

2 ITEM5.03 AmendmentstoArticlesofIncorporationorBylaws AmendmentandRestatementofCertificateofIncorporation On March 25, 2019, Levi Strauss & Co. (the Company ) filed an amended and restated certificate of incorporation (the Restated Certificate ) with the Secretary of State of the State of Delaware in connection with the closing of the Company s initial public offering of shares of its Class A common stock (the Offering ). The Company s board of directors and stockholders previously approved the Restated Certificate, to be effective immediately prior to the closing of the Offering. The Restated Certificate is attached hereto as Exhibit 3.1 and is incorporated herein by reference. AmendmentandRestatementofBylaws Effective as of March 25, 2019, the Company adopted amended and restated bylaws (the Restated Bylaws ) in connection with the closing of the Offering. The Company s board of directors and stockholders previously approved the Restated Bylaws, to be effective upon the closing of the Offering. The Restated Bylaws are attached hereto as Exhibit 3.2 and are incorporated herein by reference. ITEM9.01. FinancialStatementsandExhibits. (d) Exhibits. 3.1 Amended and Restated Certificate of Incorporation of Levi Strauss & Co. 3.2 Amended and Restated Bylaws of Levi Strauss & Co.

3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. LEVI STRAUSS & CO. DATE: March 25, 2019 By: /s/ Gavin Brockett Name: Gavin Brockett Title: Senior Vice President and Global Controller (Principal Accounting Officer and Duly Authorized Officer)

4 Exhibit3.1 Levi Strauss & Co., a Delaware corporation, hereby certifies that: AMENDEDANDRESTATEDCERTIFICATEOFINCORPORATION OF LEVISTRAUSS&CO. (Pursuant to Sections 242 and 245 of the Delaware General Corporation Law) 1. The name of this corporation is Levi Strauss & Co. The original name of this corporation was Levi Strauss of Delaware, Inc. This corporation filed its original Certificate of Incorporation with the Secretary of State on November 23, This Amended and Restated Certificate of Incorporation of this corporation attached hereto as ExhibitA, which is incorporated herein by this reference, restates, integrates and further amends the provisions of the Certificate of Incorporation of this corporation as previously amended or supplemented, and has been duly adopted in accordance with Sections 242 and 245 of the Delaware General Corporation Law. The corporation has caused this Amended and Restated Certificate of Incorporation to be signed by its duly authorized officer and the foregoing facts stated herein are true and correct. Dated: March 25, 2019 LeviStrauss&Co. By: /s/ Charles V. Bergh Charles V. Bergh President and Chief Executive Officer

5 The name of this corporation is Levi Strauss & Co. (the Company ). ExhibitA AmendedandRestatedCertificateofIncorporation of LeviStrauss&Co. ARTICLEI NAME ARTICLEII REGISTEREDAGENT The address of the registered office of the Company in the State of Delaware is 251 Little Falls Drive, Wilmington, Delaware 19808, New Castle County, and the name of the registered agent of the Company in the State of Delaware at such address is The Prentice-Hall Corporation System, Inc. ARTICLEIII PURPOSE The nature of the business or purpose of the Company is to engage in any lawful act or activity for which corporations may be organized under the Delaware General Corporation Law. ARTICLEIV AUTHORIZEDSTOCK 1.The total number of shares that the Company is authorized to issue is 1,632,000,000 shares, consisting of 1,200,000,000 shares of Class A Common Stock, par value $0.001 per share ( ClassACommonStock ), 422,000,000 shares of Class B Common Stock, par value $0.001 per share ( ClassB CommonStock ) and 10,000,000 shares of Preferred Stock par value $0.001 per share ( PreferredStock ). Upon the filing of this Amended and Restated Certificate of Incorporation (the EffectiveTime ), each share of common stock, par value $0.001 per share, of the Company ( Pre-IPO CommonStock ) issued and outstanding immediately prior to the Effective Time shall automatically be reclassified as and converted into one share of Class B Common Stock. Certificates representing shares of Pre-IPO Common Stock prior to the Effective Time shall, from and after the Effective Time, no longer represent shares of Pre-IPO Common Stock and shall represent only the number of shares of Class B Common Stock into which the shares of Pre-IPO Common Stock previously represented by such certificate were reclassified and converted pursuant hereto. 2.The Preferred Stock may be issued from time to time in one or more series. Subject to obtaining any necessary approval of the stockholders pursuant to Article V, Section 3, the Board is hereby expressly authorized (a) to provide for the issuance of all or any of the shares of the Preferred Stock in one or more series, and to fix the number of shares and to determine for each such series, such voting powers, full or limited, or no voting powers, and such designation, preferences, and relative, participating, optional, or other rights and such qualifications, limitations, or restrictions thereof, as shall be stated and expressed 2

6 in the resolution or resolutions adopted by the Board providing for the issuance of such shares and as may be permitted by the DGCL, and (b) to increase or decrease the number of shares of any series of Preferred Stock subsequent to the issuance of shares of that series in accordance with applicable law, but not above the total number of authorized shares of Preferred Stock or below the number of shares of such series then outstanding. In case the number of shares of any series shall be decreased in accordance with the foregoing sentence, the number of previously designated shares of such series no longer so designated shall resume the status of authorized but unissued shares of Preferred Stock undesignated as to series. 3.The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of all then-outstanding shares of stock of the Company entitled to vote thereon irrespective of the provisions of Section 242(b)(2) of the Delaware General Corporation Law and without a separate vote of the holders of any class or series of stock unless a vote of any such holders is required pursuant to the terms of any Certificate of Designation filed with respect to any series of Preferred Stock. The number of authorized shares of Class A Common Stock or Class B Common Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of all then-outstanding shares of stock of the Company entitled to vote thereon irrespective of the provisions of Section 242(b)(2) of the Delaware General Corporation Law and without a separate vote of the holders of any class or series of stock. ARTICLEV TERMSOFCLASSESANDSERIES The rights, preferences, privileges, restrictions and other matters relating to the Common Stock are as follows: 1.Definitions. For purposes of this Article V, the following definitions apply: 1.1 AmendedandRestatedCertificateofIncorporation shall mean this Amended and Restated Certificate of Incorporation of the Company, as may be amended from time to time. 1.2 Board shall mean the Board of Directors of the Company. 1.3 CommonStock shall mean the Class A Common Stock and Class B Common Stock. 1.4 ControlledEntity shall mean (i) any corporation, partnership, limited liability company or other entity if a majority of the voting power of the outstanding securities, membership or other interests, or the right to designate or elect a majority of the board of directors or members of such other governing body, of such corporation, partnership, limited liability company or other entity is directly or indirectly owned by one or more Family Members; (ii) any trust (or any broker or nominee holding arrangement), the primary beneficiaries of which are one or more Family Members, or if the trust is a wholly charitable trust, a majority of the trustees of such trust are appointed by one or more Family Members; (iii) any of the Peter E. Haas Family Fund, the Margaret E. Haas Fund, or the Lynx Foundation; or (iv) any not-for-profit corporation formed for charitable purposes that is any of the following: (a) controlled by one or more Family Members, (b) incorporated by a Family Member (whether living or deceased) and of which a Family Member has the right, and has exercised such right, to appoint at least one member of the board of directors, or (c) incorporated by a Family Member (whether living or deceased) and of which at least one Family Member is a member of the board of directors. 3

7 1.5 FamilyMember shall mean (i) any lineal descendant (in each case by blood relation or adoption) of Elise Stern Haas, Daniel E. Koshland Sr., or Madeleine Haas Russell; (ii) the Spouse of any individual described in (i); (iii) lineal descendants of any individual described in (ii) (by blood relation or adoption); and (iv) the Spouse of any individual described in (iii). 1.6 FinalConversionDate means 5:00 p.m. in New York City, New York on the last day of the fiscal quarter during which the thenoutstanding shares of Class B Common Stock first represent less than 10% of the aggregate number of shares of the then-outstanding Class A Common Stock and Class B Common Stock; provided, that if the first day the shares of Class B Common Stock first represent less than 10% of the aggregate number of shares of the then-outstanding Class A Common Stock and Class B Common Stock occurs within 15 days of the end of a fiscal quarter, the Final Conversion Date shall be the last day of the following fiscal quarter. 1.7 IPO means the Company s first firmly underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, covering the offer and sale of Class A Common Stock. 1.8 Liquidation means any liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary. 1.9 Merger means any consolidation or merger of the Company with or into any other corporation or other entity or person, or any corporate recapitalization, in which, pursuant to the express terms of such consolidation, merger or recapitalization, cash or other property is to be distributed to the stockholders of the Company in respect of their shares of stock in the Company PermittedTransfer shall mean, and be restricted to: (1) any Transfer of a share of Class B Common Stock by a Qualified Stockholder (or the estate of a deceased Qualified Stockholder) to (a) a Family Member; (b) a Controlled Entity; (c) the executor, administrator, attorney-in-fact, or conservator of the estate of a Qualified Stockholder (but solely in the context of executing or administering such estate); or (d) any other individual or entity if approved prior to such transfer by the holders of a majority of the then-outstanding shares of Class B Common stock at a meeting of stockholders or by consent; or (2) any Transfer of a share of Class B Common Stock by a registered holder of such share other than a Qualified Stockholder ( Non-Family Stockholder ) (a) to a trust of which such Non-Family Stockholder is a settlor, an acting trustee, and a current primary beneficiary, and has the right to revoke such trust either alone or in conjunction with his or her Spouse; or (b) if the Non-Family Stockholder is a revocable trust, any such Transfer to a settlor of such trust. Transfer PermittedTransferee means a transferee of shares of Class B Common Stock received in a Transfer that constitutes a Permitted 1.12 QualifiedStockholder shall mean each of the following providedthatsuch individual or entity also is a Family Member or Controlled Entity: (i) the registered holder of a share of Class B Common Stock immediately prior to the IPO; (ii) the initial registered holder of any shares of Class B Common Stock that are originally issued by the Company after the IPO (including, without limitation, upon exercise of stock appreciation rights or settlement of restricted stock units) (the Pre-IPOOutstandingRights ); and (iii) a Permitted Transferee. 1.13An individual s Spouse shall mean any person who is or was in the past the individual s spouse or registered domestic partner. 4

8 1.14 Transfer of a share of Class B Common Stock shall mean any sale, gift, bequest, assignment, transfer, conveyance, hypothecation or other transfer or disposition of such share or any legal or beneficial interest in such share by a stockholder of the Company, whether or not for value and whether voluntary or involuntary or by operation of law, including, without limitation, a transfer of a share of Class B Common Stock to a broker or other nominee (regardless of whether there is a corresponding change in beneficial ownership), or the transfer of, or entering into a binding agreement with respect to, Voting Control over such share by proxy or otherwise, such that the previous holders of such voting power no longer retain sole dispositive power and exclusive Voting Control with respect to the shares of Class B Common Stock held by such holder; provided, however, that the following shall not be considered a Transfer within the meaning of this Article V: (i)the granting of a revocable proxy to officers or directors of the Company at the request of the Board in connection with actions to be taken at an annual or special meeting of stockholders or by consent; (ii)entering into a voting trust, agreement or arrangement (with or without granting a proxy) solely with stockholders who are holders of Class B Common Stock that (A) is disclosed either in a Schedule 13D filed with the Securities and Exchange Commission or in writing to the Secretary of the Company, (B) either has a term not exceeding one year or is terminable by the holder of the shares subject thereto at any time and (C) does not involve any payment of cash, securities, property or other consideration to the holder of the shares subject thereto other than the mutual promise to vote shares in a designated manner; (iii)the pledge of shares of Class B Common Stock by a stockholder that creates a mere security interest in such shares pursuant to a bona fide loan or indebtedness transaction for so long as such stockholder continues to exercise Voting Control over such pledged shares; provided, however, that a foreclosure on such shares or other similar action by the pledgee shall constitute a Transfer unless such foreclosure or similar action qualifies as a Permitted Transfer ; or (iv)entering into a support or similar voting agreement (with or without granting a proxy) in connection with a Liquidation or Merger VotingControl means, with respect to a share of Class B Common Stock, the power (whether exclusive or shared) to vote or direct the voting of such share by proxy, voting agreement or otherwise. 2.IdenticalRights. Except as otherwise provided in this Amended and Restated Certificate of Incorporation or required by applicable law, shares of Common Stock shall have the same rights and powers, rank equally (including as to dividends and distributions, and any liquidation, dissolution or winding up of the Company but excluding voting as described in Section 3 below), share ratably and be identical in all respects as to all matters, including: 2.1Subject to the prior rights of holders of all classes and series of stock at the time outstanding having prior rights as to dividends, the holders of the Common Stock shall be entitled to receive, when, as and if declared by the Board, out of any assets of the Company legally available therefor, such dividends as may be declared from time to time by the Board. Any dividends paid to the holders of shares of Common Stock shall be paid pro rata, on an equal priority, pari passu basis, unless different treatment of the shares of each such class is approved by the affirmative vote of the holders of a majority of the outstanding shares of Class A Common Stock and a majority of the outstanding shares of Class B Common Stock, each voting separately as a class. 5

9 2.2The Company shall not declare or pay any dividend to the holders of Common Stock payable in securities of the Company unless the same per share dividend with the same record date and payment date shall be simultaneously declared and paid on all shares of Common Stock; provided, however, that in the event of dividends payable in shares of Common Stock or rights to acquire shares of Common Stock: (i) dividends in respect of the Class A Common Stock shall be payable only in shares of Class A Common Stock or rights to acquire shares of Class A Common Stock, as the case may be, and (ii) dividends in respect of the Class B Common Stock shall be payable only in shares of Class B Common Stock or rights to acquire shares of Class B Common Stock, as the case may be. If the Company in any manner reclassifies, subdivides or combines the outstanding shares of Class A Common Stock or Class B Common Stock, then the outstanding shares of all Common Stock will be reclassified, subdivided or combined in the same proportion and manner unless different treatment of the shares of each such class is approved by the affirmative vote of the holders of a majority of the outstanding shares of Class A Common Stock and a majority of the outstanding shares of Class B Common Stock, each voting separately as a class. 2.3In the event of a Liquidation or Merger, upon the completion of the distributions required with respect to each series of Preferred Stock that may then be outstanding, the assets of the Company legally available for distribution to stockholders (in the case of a Liquidation) or consideration otherwise payable to the stockholders (in the case of a Merger) shall be distributed on an equal priority, pro rata basis to the holders of Common Stock, unless different treatment of the shares of each class of Common Stock is approved by the affirmative vote of the holders of a majority of the outstanding shares of Class A Common Stock and Class B Common Stock, each voting separately as a class; provided, however, that (a) for the avoidance of doubt, consideration to be paid or received by a holder of Common Stock in connection with any Liquidation or Merger pursuant to any employment, consulting, severance or similar services arrangement shall not be deemed to be distribution to stockholders for the purpose of this Section 2.3 and (b) to the extent all or part of the consideration payable to the stockholders in a Merger is in the form of securities of another corporation or other entity, the securities payable to the holders of Class B Common Stock may be entitled to a greater number of votes per share (but in no event greater than ten times) than the number of votes per share to which securities payable to the holders of Class A Common Stock are entitled without a requirement that such different treatment be approved by the affirmative vote of the holders of a majority of the outstanding shares of Class A Common Stock and Class B Common Stock, each voting separately as a class. 3.VotingRights. 3.1CommonStock. (a)classacommonstock. Each holder of shares of Class A Common Stock will be entitled to one vote for each share thereof held at the record date for the determination of the stockholders entitled to vote or consent on such matters. (b)classbcommonstock. On each matter where the holders of Class A Common Stock and Class B Common Stock vote together as a single class, each holder of shares of Class B Common Stock will be entitled to ten votes for each share thereof held at the record date for the determination of the stockholders entitled to vote or consent on such matters. 3.2General. Except as otherwise expressly provided herein or as required by law, or as may be specified in any certificate of designation defining the rights of any series of the Preferred Stock, the holders of Preferred Stock, Class A Common Stock and Class B Common Stock will vote together and not as separate series or classes on all matters submitted to the stockholders. 6

10 3.3CommonStockProtectiveProvisions. So long as any shares of Class B Common Stock remain outstanding, the Company shall not, without the approval of the holders of a majority of the voting power of the Class A Common Stock and Class B Common Stock then outstanding, voting together as a single class, directly or indirectly, whether by amendment, or through merger, recapitalization, consolidation or otherwise: (a)issue any shares of Class A Common Stock, or securities or rights convertible into or exercisable for Class A Common Stock (other than pursuant to Section 2.1 and 2.2 of this Article V, a stockholder rights plan (subject to compliance with Section 3.4), or any of the Company s equity plans or awards made thereunder to the extent such plans or awards have been previously approved by the stockholders at a meeting or by consent (each, an ExcludedIssuance )), in an issuance or series of related issuances, if the number of shares of Class A Common Stock to be issued in such issuance or issuances (or upon the conversion or exercise of such securities or rights) is, or will be upon issuance, equal to or in excess of 20% of the sum of the number of shares of Class A Common Stock and Class B Common Stock outstanding before the issuance of the Class A Common Stock or securities or rights convertible into or exercisable for Class A Common Stock; or (b)issue any shares of Class A Common Stock, or securities or rights convertible into or exercisable for Class A Common Stock (other than Excluded Issuances) in an issuance or series of related issuances that would not otherwise require stockholder approval under Section 3.3(a) if the number of shares of Class A Common Stock to be issued in such issuance or issuances (or upon the conversion or exercise of such securities or rights), plus any shares issued (or that would be issued upon the conversion or exercise of securities or rights) in each other issuance (other than Excluded Issuances) within the 12 months preceding such issuance that were not approved by stockholders pursuant to Section 3.3(a), is, or will be upon issuance, equal to or in excess of 20% of the sum of (1) the number of shares of Class A Common Stock and Class B Common Stock outstanding as of the first day of such 12-month period and (2) the number of shares of Class A Common Stock and Class B Common Stock issued (or that would be issued upon the conversion or exercise of securities or rights that were issued) subsequent to the first day of such 12-month period pursuant to Excluded Issuances and issuances previously approved by the stockholders pursuant to Section 3.3(a) or this Section 3.3(b). 3.4ClassBCommonStockProtectiveProvisions. So long as any shares of Class B Common Stock remain outstanding, the Company shall not, without the approval of the holders of a majority of the outstanding shares of the Class B Common Stock then outstanding, voting together as a single class, directly or indirectly, whether by amendment, or through merger, recapitalization, consolidation or otherwise: (i)amend, alter, or repeal any provision of this Amended and Restated Certificate of Incorporation or the Bylaws of the Company in a manner that modifies the voting, conversion or other powers, preferences, or other special rights or privileges, or qualifications, limitations or restrictions of the Class B Common Stock; (ii)reclassify any outstanding shares of Class A Common Stock of the Company into shares having rights as to dividends or distributions upon liquidation that are senior to the Class B Common Stock or the right to more than one vote for each share thereof; (iii)adopt or implement any stockholder rights plan that may have the effect of diluting the equity interest of any Family Member or Controlled Entity in the Company as a direct or indirect consequence of the issuance or distribution of securities or rights to stockholders that would be effective or exercisable as a result of actions by any Family Members and/or Controlled Entities either individually or in connection with other individuals or entities that consist only of Family Members and/or 7

11 Controlled Entities, including, without limitation, accumulations of securities by Family Members and/or Controlled Entities, Transfers of securities to Family Members and/or Controlled Entities, or acting in concert or as a group by Family Members and/or Controlled Entities with other individuals or entities that consist only of Family Members and/or Controlled Entities, but excluding acting in concert or as a group with other individuals or entities that include individuals or entities that are neither Family Members nor Controlled Entities ( Prohibited Rights Plans ); (iv)issue any shares of Preferred Stock, except for the issuance of Preferred Stock in connection with a stockholder rights plan that is not a Prohibited Rights Plan; or (v)issue any additional shares of Class B Common Stock, except for the issuance of Class B Common Stock issuable upon exercise of any Pre-IPO Outstanding Right or a dividend payable in accordance with Section 2.2 of this Article V. 4.ConversionoftheClassBCommonStock. The Class B Common Stock will be convertible into Class A Common Stock as follows: 4.1Each share of Class B Common Stock will automatically convert into one fully paid and nonassessable share of Class A Common Stock on the Final Conversion Date. 4.2With respect to any holder of Class B Common Stock, a share of Class B Common Stock held by such holder will automatically be converted into one fully paid and nonassessable share of Class A Common Stock, as follows: (a)on the affirmative election of such holder; or (b)on the occurrence of a Transfer of such share of Class B Common Stock, other than a Permitted Transfer. 4.3On the occurrence of the conversion events specified in Sections 4.1 or 4.2 above, such conversion of shares of Class B Common Stock to Class A Common Stock will occur automatically without the need for any further action by the holders of such shares, certificates previously evidencing shares of Class B Common Stock will no longer represent shares of Class B Common Stock and will represent the shares of Class A Common Stock into which the shares of Class B Common Stock previously represented by such certificate were converted whether or not the certificates representing such shares are surrendered to the Company or its transfer agent; provided, however, that the Company will not be obligated to issue certificates evidencing the shares of Class A Common Stock issuable on such conversion unless the certificates previously evidencing such shares of Class B Common Stock, if any such certificates have been issued, are either delivered to the Company or its transfer agent as provided below, or the holder notifies the Company or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates. Following the occurrence of such automatic conversion of the Class B Common Stock, the former holders of Class B Common Stock so converted may surrender the certificates previously representing such shares of Class B Common Stock at the office of the Company or any transfer agent for the Class A Common Stock for cancellation and exchange. Thereupon, if requested by any holder of Class B Common Stock, there will be issued and delivered to such holder promptly at such office and in its name as shown on such surrendered certificate or certificates, a certificate or certificates for the number of shares of Class A Common Stock into which the shares of Class B Common Stock surrendered were converted on the date on which such automatic conversion occurred. Upon presentation of any certificate previously representing shares of Class B Common Stock for transfer, such certificate will be cancelled and a new certificate evidencing shares of Class A Common Stock will issued in the name of the transferee. 8

12 4.4The Company may, from time to time, establish such policies and procedures relating to the conversion of the Class B Common Stock into Class A Common Stock and the general administration of this dual class stock structure, including the issuance of stock certificates with respect thereto, as it may deem necessary or advisable, and may from time to time request that holders of shares of Class B Common Stock furnish certifications, affidavits or other proof to the Company as it deems necessary to verify the ownership of Class B Common Stock, to confirm the validity of all Transfers purported to be Permitted Transfers, and to confirm that a conversion to Class A Common Stock has not occurred. A determination by the Secretary of the Company that a Transfer has resulted in a conversion to Class A Common Stock pursuant to this Section 4 shall be conclusive and binding. 5.ReservationofStockIssuableUponConversion. The Company will at all times reserve and keep available out of its authorized but unissued shares of Class A Common Stock, solely for the purpose of effecting the conversion of the shares of the Class B Common Stock, such number of its shares of Class A Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of Class B Common Stock. Without limiting the foregoing, if at any time the number of authorized but unissued shares of Class A Common Stock will not be sufficient to effect the conversion of all then-outstanding shares of Class B Common Stock, the Company will take such corporate action as may, in the opinion of its counsel, be necessary (including seeking the approval of the stockholders to amend the Amended and Restated Certificate of Incorporation to increase the authorized number of Class A Common Stock) to increase its authorized but unissued shares of Class A Common Stock to such number of shares as will be sufficient for such purpose. ARTICLEVI DIRECTORLIABILITY 1.LimitationofLiability.The liability of the directors of the Company for monetary damages shall be eliminated to the fullest extent under applicable law. If applicable law is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director to the Company shall be eliminated or limited to the fullest extent permitted by applicable law as so amended. Any repeal or modification of this Article VI shall only be prospective and shall not affect the rights or protections or increase the liability of any director under this Article VI in effect at the time of the alleged occurrence of any act or omission to act giving rise to liability or indemnification. 2.Indemnification.To the fullest extent permitted by applicable law, the Company is authorized to provide indemnification of (and advancement of expenses to) directors, officers, employees and agents of the Company (and any other persons to which applicable law permits the Company to provide indemnification or advancement of expenses) through the Amended and Restated Certificate of Incorporation, the Company s Bylaw provisions, agreements with such persons, vote of stockholders or disinterested directors or otherwise. ARTICLEVII GOVERNANCEMATTERS 1.ManagementbytheBoard.The management of the business and the conduct of the affairs of the Company shall be vested in its Board. The number of directors that shall constitute the Board shall be fixed exclusively by resolutions adopted by a majority of the authorized number of directors constituting the Board, subject to any restrictions that may be set forth in this Amended and Restated Certificate of Incorporation. 9

13 2.Adoption,AmendmentandRepealofBylaws.The Board is expressly empowered to adopt, amend or repeal the Bylaws of the Company, subject to any restrictions that may be set forth in this Amended and Restated Certificate of Incorporation. The stockholders shall also have the power to adopt, amend or repeal the Bylaws of the Company, subject to any restrictions that may be set forth in this Amended and Restated Certificate of Incorporation. 3.SpecialMeetingsofStockholders.Special meetings of the stockholders (i) may be called, for any purpose as is a proper matter for stockholder action under the DGCL, by (A) the Chairperson of the Board, (B) the Chief Executive Officer, or (C) the Board pursuant to a resolution adopted by a majority of the total number of authorized directors (whether or not there exist any vacancies in previously authorized directorships at the time any such resolution is presented to the Board for adoption), and (ii) shall be called, for any purpose as is a proper matter for stockholder action under the DGCL (including, without limitation, Section 1.10(1)(d)), by the Secretary of the Company upon the written request of stockholders of record entitled to cast not less than 30% of the votes at such special meeting, provided that such written request is in compliance with the Bylaws of the Company. 4.ActionsbyStockholdersbyWrittenConsent.Any action required or permitted to be taken by the stockholders of the Company at a meeting may be effected by consent in writing or by electronic transmission of such stockholders in compliance with Section 228 of the DGCL. 5.AdvanceNoticeProvisions.Advance notice of nominations for the election of directors and of any other business to be brought by stockholders before any meeting of the stockholders of the Company must be given in the manner and to the extent provided in the Bylaws of the Company. 6.ElectionofDirectors. 6.1The directors of the Company, other than those who may be elected by the holders of any series of Preferred Stock, shall be divided into three classes designated as Class I, Class II and Class III, respectively, as nearly equal in number as is reasonably possible. At each annual meeting of stockholders, successors to the directors of the class of directors whose term shall expire at such annual meeting shall be elected to hold office for a term of three years. Each director shall serve until his or her successor is duly elected and qualified or until his or her earlier death, resignation or removal. No decrease in the number of directors constituting the Board shall shorten the term of any incumbent director. 6.2The directors of the Company need not be elected by written ballot unless the Bylaws so provide. 6.3Subject to any limitation imposed by applicable law and subject to the rights of the holders of any series of Preferred Stock, any director or directors may be removed at any time, with or without cause, by the affirmative vote or consent of the holders of a majority of the voting power of all thenoutstanding shares of capital stock of the Company entitled to vote generally at an election of directors, voting together as a single class. 6.4Subject to any limitations imposed by applicable law and subject to the rights of the holders of any series of Preferred Stock, any vacancies on the Board resulting from death, resignation, disqualification, removal or other causes and any newly created directorships resulting from any increase in the number of directors, shall only be filled by the affirmative vote of a majority of the directors then in office, even though less than a quorum of the Board, or by a sole remaining director. Any director elected in accordance with the preceding sentence shall hold office for the remainder of the full term of the director for which the vacancy was created or occurred and until such director s successor shall have been elected and qualified. 10

14 7.ExclusiveForumProvision.Unless the Company consents in writing to an alternative forum, the Court of Chancery of the State of Delaware will be the exclusive forum for the following types of actions or proceedings under Delaware statutory or common law: (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer, or other employee of the Company to the Company or the Company s stockholders, (iii) any action asserting a claim arising under any provision of the Delaware General Corporation Law, the certificate of incorporation, or the bylaws of the Company or as to which the Delaware General Corporation Law confers jurisdiction on the Court of Chancery of the State of Delaware, or (iv) any action asserting a claim governed by the internal-affairs doctrine. Any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock of the Company will be deemed to have notice of and consented to the provisions of this section. 11

15 Exhibit3.2 AMENDEDANDRESTATEDBYLAWS OF LEVISTRAUSS&CO. (ADELAWARECORPORATION) ARTICLEI OFFICES Section1.RegisteredOffice.The registered office of the corporation in the State of Delaware shall be as set forth in the Certificate of Incorporation. Section2.OtherOffices.The corporation shall also have and maintain an office or principal place of business at such place as may be fixed by the Board of Directors, and may also have offices at such other places, both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the corporation may require. ARTICLEII CORPORATESEAL Section3.CorporateSeal.The Board of Directors may adopt a corporate seal. If adopted, the corporate seal shall consist of a die bearing the name of the corporation and the inscription, Corporate Seal-Delaware. Said seal may be used by causing it or a facsimile thereof to be impressed, affixed, reproduced, or otherwise. ARTICLEIII STOCKHOLDERS MEETINGS Section4.PlaceofMeetings.Meetings of the stockholders of the corporation may be held at such place, either within or without the State of Delaware, as may be determined from time to time by the Board of Directors. The Board of Directors may determine, in its sole discretion, that the meeting shall not be held at any place, but may instead be held solely by means of remote communication as provided under the Delaware General Corporation Law ( DGCL ). Section5.AnnualMeetings. (a)the annual meeting of the stockholders of the corporation, for the purpose of election of directors and for such other business as may properly come before it, shall be held on such date and at such time as may be designated from time to time by the Board of Directors. The corporation may postpone, reschedule or cancel any annual meeting of stockholders previously scheduled by the Board of Directors. Nominations of persons for election to the Board of Directors of the corporation and the proposal of business to be considered by the stockholders may be made at an annual meeting of stockholders: (i) pursuant to the corporation s notice of meeting of stockholders (with respect to business other than nominations); (ii) brought specifically by or at the direction of the Board of Directors; or (iii) by any stockholder of the corporation who was a stockholder of record at the time of giving the stockholder s notice provided for in Section 5(b) below, who is entitled to vote at the meeting and who complied with the notice procedures set forth in this Section 5. For the avoidance of doubt, clause (iii) above shall be the exclusive means for a stockholder to make nominations and submit other business (other than matters properly included in the corporation s notice of meeting of stockholders and proxy statement under Rule 14a-8 under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the 1934Act )) before an annual meeting of stockholders. (b)at an annual meeting of the stockholders, only such business (other than the nominations of persons for election to the Board of Directors) shall be conducted as is a proper matter for stockholder action under Delaware law and only such nominations or other business shall be conducted as shall have been properly brought before the meeting in accordance with the procedures below.

16 (i)for nominations for the election to the Board of Directors to be properly brought before an annual meeting by a stockholder pursuant to clause (iii) of Section 5(a) of these Bylaws, the stockholder must deliver written notice to the Secretary at the principal executive offices of the corporation on a timely basis as set forth in Section 5(b)(iii) and must update and supplement such written notice on a timely basis as set forth in Section 5(c). Such stockholder s notice shall set forth: (A) as to each nominee such stockholder proposes to nominate at the meeting: (1) the name, age, business address and residence address of such nominee; (2) the principal occupation or employment of such nominee; (3) the class or series and number of shares of capital stock of the corporation that are owned of record and beneficially by such nominee; (4) the date or dates on which such shares were acquired and the investment intent of such acquisition; and (5) such other information concerning such nominee as would be required to be disclosed in a proxy statement soliciting proxies for the election of such nominee as a director in an election contest (even if an election contest is not involved), or that is otherwise required to be disclosed pursuant to Section 14 of the 1934 Act (including such person s written consent to being named as a nominee in any applicable proxy statement and to serving as a director if elected); and (B) the information required by Section 5(b)(iv). The corporation may require any proposed nominee to furnish such other information as it may reasonably require to determine the eligibility of such proposed nominee to serve as an independent director of the corporation or that could be material to a reasonable stockholder s understanding of the independence, or lack thereof, of such proposed nominee. (ii)other than proposals sought to be included in the corporation s proxy materials pursuant to Rule 14a-8 under the 1934 Act, for business other than nominations for the election to the Board of Directors to be properly brought before an annual meeting by a stockholder pursuant to clause (iii) of Section 5(a) of these Bylaws, the stockholder must deliver written notice to the Secretary at the principal executive offices of the corporation on a timely basis as set forth in Section 5(b)(iii), and must update and supplement such written notice on a timely basis as set forth in Section 5(c). Such stockholder s notice shall set forth: (A) as to each matter such stockholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration and in the event that such business includes a proposal to amend the Bylaws of the corporation, the language of the proposed amendment), the reasons for conducting such business at the meeting, and any material interest (including any anticipated benefit of such business to any Proponent (as defined below) other than solely as a result of its ownership of the corporation s capital stock, that is material to any Proponent individually, or to the Proponents in the aggregate) in such business of any Proponent; and (B) the information required by Section 5(b)(iv). (iii)to be timely, the written notice required by Section 5(b)(i) or 5(b)(ii) must be received by the Secretary at the principal executive offices of the corporation not later than the close of business on the 90 th day nor earlier than the close of business on the 120 th day prior to the first anniversary of the preceding year s annual meeting (which anniversary date shall, for purposes of the corporation s first annual meeting of stockholders after its shares of Class A Common Stock are first publicly traded, be deemed to be April 11, 2019); provided, however, that, subject to the last sentence of this Section 5(b) (iii), in the event that the date of the annual meeting is advanced more than 30 days prior to or delayed by more than 30 days after the anniversary of the preceding year s annual meeting, notice by the stockholder to be timely must be so received not earlier than the close of business on the 120 th day prior to such annual meeting and not later than the close of business on the later of the 90 th day prior to such annual meeting or the tenth day following the day on which public announcement of the date of such meeting is first made. In no event shall an adjournment or a postponement of an annual meeting for which notice has been given, or the public announcement thereof has been made, commence a new time period (or extend any time period) for the giving of a stockholder s notice as described above. (iv)the written notice required by Section 5(b)(i) or 5(b)(ii) shall also set forth, as of the date of the notice and as to each stockholder giving the notice and each beneficial owner, if any, on whose behalf the nomination or proposal is made (each, a Proponent and collectively, the Proponents ): (A) the name and address of each stockholder giving the notice, as each appears on the corporation s books, and the name and address of each beneficial owner, if any, on whose behalf the nomination or proposal is made; (B) the class, series and number of shares of the capital stock of the corporation that are owned beneficially and of record by each Proponent; (C) a description of any agreement, arrangement or understanding (whether oral or in writing) with respect to such nomination or proposal between or among any Proponent and any of its affiliates or associates, and any others (including their names) acting in concert, or otherwise under the agreement, arrangement or understanding, with any of the foregoing; (D) a representation that the Proponents are holders of record or beneficial owners, as the case may be, of shares of the corporation entitled to vote at the meeting and intend to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice (with respect to a notice under Section 5(b)(i)) or to propose the business that is specified in the notice (with respect to a notice under Section 5(b)(ii)); (E) a representation as to whether the Proponents intend or are part of a group that intends to deliver a proxy statement and form of proxy to holders of a sufficient number of holders of the corporation s voting shares to elect such nominee or nominees (with respect to a notice under Section 5(b)(i)) or to carry such proposal (with respect to a notice under Section 5(b)(ii)) or otherwise solicit proxies from stockholders in support of such nomination or proposal; (F) to the extent known by any Proponent, the name and address of any other stockholder supporting the proposal on the date of such stockholder s notice; (G) a description of all Derivative Transactions (as defined below) by each Proponent during the previous 12-month period, including the date of the transactions and the class, series and number of securities involved in, and the material economic

17 terms of, such Derivative Transactions and (H) any other information relating to such Proponents required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal and for the election of directors in an election contest pursuant to and in accordance with the 1934 Act, as applicable. (c)a stockholder providing written notice required by Section 5(b)(i) or (ii) shall update and supplement such notice in writing, if necessary, so that the information provided or required to be provided in such notice is true and correct in all material respects as of (i) the record date for the meeting and (ii) the date that is five business days prior to the meeting and, in the event of any adjournment or postponement thereof, five business days prior to such adjourned or postponed meeting. In the case of an update and supplement pursuant to clause (i) of this Section 5(c), such update and supplement shall be received by the Secretary at the principal executive offices of the corporation not later than five business days after the record date for the meeting. In the case of an update and supplement pursuant to clause (ii) of this Section 5(c), such update and supplement shall be received by the Secretary at the principal executive offices of the corporation not later than two business days prior to the date for the meeting, and, in the event of any adjournment or postponement thereof, two business days prior to such adjourned or postponed meeting. (d)notwithstanding anything in Section 5(b)(iii) to the contrary, in the event that the number of directors in an Expiring Class is increased and there is no public announcement of the appointment of a director to such class, or, if no appointment was made, of the vacancy in such class, made by the corporation at least ten days before the last day a stockholder may deliver a notice of nomination in accordance with Section 5(b)(iii), a stockholder s notice required by this Section 5 and that complies with the requirements in Section 5(b)(i) and Section 5(b)(iv), shall also be considered timely, but only with respect to nominees for any new positions in such Expiring Class created by such increase, if it shall be received by the Secretary at the principal executive offices of the corporation not later than the close of business on the tenth day following the day on which such public announcement is first made by the corporation. The stockholder shall also update and supplement such information as required under Section 5(c). For purposes of this section, an ExpiringClass shall mean a class of directors whose term shall expire at the next annual meeting of stockholders. (e)except as otherwise provided in the 1934 Act, a person shall not be eligible for election or re-election as a director unless the person is nominated either in accordance with clause (ii) of Section 5(a), or in accordance with clause (iii) of Section 5(a) and only such business shall be conducted at a meeting of stockholders of the corporation as shall have been brought before the meeting in accordance with clauses (i) (iii) of Section 5(a). Except as otherwise required by law, the chairperson of the meeting shall have the power and duty to determine whether a nomination or any business proposed to be brought before the meeting was made, or proposed, as the case may be, in accordance with the procedures set forth in these Bylaws and, if any proposed nomination or business is not in compliance with these Bylaws, or the Proponent does not act in accordance with the representations in Sections 5(b)(iv)(D) and 5(b)(iv) (E), to declare that such proposal or nomination shall not be presented for stockholder action at the meeting and shall be disregarded, notwithstanding that proxies in respect of such nominations or such business may have been solicited or received. (f)nominations of persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected pursuant to the corporation s notice of meeting (i) by or at the direction of the Board of Directors or the stockholders pursuant to Section 6(a) of these Bylaws or (ii) provided that the Board of Directors or the stockholders pursuant to Section 6(a) of these Bylaws has determined that directors shall be elected at such meeting, by any stockholder of the corporation who is a stockholder of record at the time of giving notice provided for in this paragraph, who shall be entitled to vote at the meeting and who delivers written notice to the Secretary of the corporation setting forth the information required by Sections 5(b)(i) and 5(b)(iv). The stockholder shall also update and supplement such information as required under Section 5(c). In the event the corporation calls a special meeting of stockholders for the purpose of electing one or more directors to the Board of Directors, any such stockholder of record may nominate a person or persons (as the case may be), for election to such position(s) as specified in the corporation s notice of meeting, if written notice setting forth the information required by Sections 5(b)(i) and 5(b)(iv) of these Bylaws shall be received by the Secretary at the principal executive offices of the corporation not earlier than the close of business on the 120 th day prior to such special meeting and not later than the close of business on the later of the 90 th day prior to such meeting or the tenth day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed to be elected at such meeting. The stockholder shall also update and supplement such information as required under Section 5(c). In no event shall an adjournment or a postponement of a special meeting for which notice has been given, or the public announcement thereof has been made, commence a new time period (or extend any time period) for the giving of a stockholder s notice as described above. Notwithstanding the foregoing provisions of this Section 5(f), unless otherwise required by law, if the stockholder (or a qualified representative (as defined in Section 5(i) hereof) of the stockholder) does not appear at the special meeting of stockholders of the corporation to present a nomination, such nomination shall be disregarded, notwithstanding that proxies in respect of such vote may have been received by the corporation.