SEC Form 4 · accession 0001185185-16-005010
CLS Holdings USA, Inc. · CLSH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jeffrey I Binder
Officer — Chairman, President and CEO · Director · 10% Owner
Period of report
Jan 12, 2016
Accepted (ET)
Jul 21, 2016 · 5:10 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001522222
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | holding | — | — | — | 5,000,000 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Convertible Promissory NoteF1,F4,F7 | $0.75 | Jan 12, 2016 | J | — | A | Jan 12, 2016 | — | Common Stock | 133,333 | 133,333 | D |
| Convertible Promissory NoteF2,F5,F7 | $1.07 | Apr 8, 2016 | J | — | A | Apr 8, 2016 | — | Common Stock | 79,439 | 79,439 | D |
| Convertible Promissory NoteF3,F6,F7 | $1.07 | Jul 20, 2016 | J | — | A | Jul 20, 2016 | — | Common Stock | 491,121 | 491,121 | D |
Explanation of responses
- F1This Note bears interest at the rate of 6% per annum. At the election of the Reporting Person, all principal and accrued interest under the Note may be converted into the Issuer's common stock, with one "Unit" issued for each $0.75 converted and each Unit consisting of one share of common stock and a five-year warrant to purchase one share of common stock at an exercise price of $1.00 per share.
- F2This Note bears interest at the rate of 6% per annum through February 29, 2016 and 10% per annum thereafter. At the election of the Reporting Person, all principal and accrued interest under the Note may be converted into the Issuer's common stock. For each $1.07 converted, the Reporting Person will receive one share of common stock and a five-year warrant to purchase one share of common stock at an exercise price of $1.07 per share.
- F3This Note bears interest at the rate of 10% per annum. At the election of the Reporting Person, all principal and accrued interest under the Note may be converted into the Issuer's common stock. For each $1.07 converted, the Reporting Person will receive one share of common stock and a five-year warrant to purchase one share of common stock at an exercise price of $1.07 per share.
- F4The Note is convertible, at the election of the Reporting Person, at any time prior to payment or prepayment in full and matures on January 1, 2019. Warrants issued in connection with such an election will expire five years from issuance.
- F5The Note is convertible, at the election of the Reporting Person, at any time prior to payment or prepayment in full and matures on April 1, 2019. Warrants issued in connection with such an election will expire five years from issuance.
- F6The Note is convertible, at the election of the Reporting Person, at any time prior to payment or prepayment in full and matures on July 1, 2019. Warrants issued in connection with such an election will expire five years from issuance.
- F7Includes shares underlying the warrants, but excludes shares potentially issuable upon conversion of accrued interest on the Notes.