SEC Form 4 · accession 0001185185-17-000056

CLS Holdings USA, Inc. · CLSH

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Frank Koretsky

Director · 10% Owner

Period of report

Jan 10, 2017

Accepted (ET)

Jan 12, 2017 · 5:00 pm EST

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 Note^F7,F2,F6	$1.07	Jan 10, 2017	J	—	A	Jan 10, 2017	—	Common Stock	93,458	93,458	I
Convertible Promissory Note^F7,F2,F6	$1.07	Jan 10, 2017	J	—	A	Jan 10, 2017	—	Common Stock	766,355	766,355	I
Convertible Promissory Note^F3,F6	$0.75	holding	—	—	—	Jan 12, 2016	—	Common Stock	2,386,667	2,386,667	D
Convertible Promissory Note^F4,F6	$1.07	holding	—	—	—	Apr 11, 2016	—	Common Stock	710,280	710,280	D
Convertible Promissory Note^F5,F6	$1.07	holding	—	—	—	Jul 20, 2016	—	Common Stock	392,523	392,523	D

Explanation of responses

F1This 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.
F2The Note is convertible, at the election of the Reporting Person, at any time prior to payment or prepayment in full and matures on January 2, 2020. Warrants issued in connection with such an election will expire five years from issuance.
F3The 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.
F4The 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.
F5The 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.
F6Includes shares underlying the warrants, but excludes shares and warrants (and shares underlying warrants) issuable at the election of the Reporting Person upon conversion of accrued interest (both past and future) into shares of common stock and warrants.
F7Owned by Newcan Investment Partners LLC, an entity wholly owned by the Reporting Person.