SEC Form 4 · accession 0001019056-19-000079
CLS Holdings USA, Inc. · CLSH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Nov 2, 2018 | P | 6,250,000 | $0.80 | A | 20,000,000 | I | See Remark(1) and Footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| WarrantsF1,F2 | $1.10 | Nov 2, 2018 | P | 3,125,000 | A | Nov 2, 2018 | Nov 2, 2021 | Common Stock | 3,125,000 | 16,875,000 | I |
Explanation of responses
- F1The amount of 6,250,000 in Table I reflects the amount of common stock beneficially acquired by the Fund and the Co-Investment Fund in the transaction requiring the filing of this statement. The transaction was a private placement purchase in which the Fund and the Co-Investment Fund purchased $5,000,000 face amount of Debentures convertible at $0.80 per unit into an aggregate of 6,250,000 units comprised of 6,250,000 shares of Common Stock as well as 3,125,000 Warrants with an exercise price of $1.10 per share of Common Stock. In accordance with Instruction 4(b)(iv) of Form 4, the entire amount of the Issuer's securities held by the Fund and the Co-Investment Fund is reported herein. Footnote(1) continued in Footnote(2).
- F2Footnote(2) continued from Footnote(1): Each of the Investment Manager, NCG, NCGP, John Kaden and Sean Stiefel disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of his/its indirect pecuniary interest therein, and this report shall not be deemed an admission that either the Investment Manager, NCG, NCGP, John Kaden and Sean Stiefel are the beneficial owner of such securities for purposes of Section 16 or for any other purposes.
Remarks
Remark (1): This Form 4 is being filed by Navy Capital Green Management, LLC (the " Investment Manager") on behalf of itself and Navy Capital Green Management Partners, LLC ( "NCG"), Navy Capital Green Fund, LP (the "Fund"), Navy Capital Green Co-Invest Fund, LLC (the "Co-Investment Fund"), Navy Capital Green Co-Invest Partners, LLC ("NCGP"), John Kaden and Sean Stiefel. John Kaden and Sean Stiefel are the managers of the Investment Manager, NCG, and NCGP. NCG is the general partner of the Fund and NCGP is the manager of the Co-Investment Fund. Remark (2): With respect to the Fund, due to a clerical error, Navy Capital Green International, Ltd., a British Virgin Island limited company, was incorrectly listed in the private placement documents for the August 2018 transaction and November 2, 2018 transaction.