SEC Form 4 · accession 0001185185-17-000811
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
Mar 31, 2017
Accepted (ET)
Apr 4, 2017 · 4:12 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 NoteF8,F2,F7 | $0.25 | Mar 31, 2017 | J | — | A | Mar 31, 2017 | — | Common Stock | 960,000 | 960,000 | I |
| Convertible Promissory NoteF8,F3,F7 | $1.07 | holding | — | — | — | Jan 10, 2017 | — | Common Stock | 93,458 | 93,458 | I |
| Convertible Promissory NoteF8,F3,F7 | $1.07 | holding | — | — | — | Jan 10, 2017 | — | Common Stock | 766,355 | 766,355 | I |
| Convertible Promissory NoteF4,F7 | $0.75 | holding | — | — | — | Jan 12, 2016 | — | Common Stock | 2,386,667 | 2,386,667 | D |
| Convertible Promissory NoteF5,F7 | $1.07 | holding | — | — | — | Apr 11, 2016 | — | Common Stock | 710,280 | 710,280 | D |
| Convertible Promissory NoteF6,F7 | $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 April 1, 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 2, 2020. 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 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 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.
- F8Owned by Newcan Investment Partners LLC, an entity wholly owned by the Reporting Person.