SEC Form 4 · accession 0001185185-17-001320
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
May 31, 2017
Accepted (ET)
Jun 2, 2017 · 8:00 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 | May 31, 2017 | M | 350,000 | $0.25 | A | 5,350,000 | D | |
| Common Stock | May 31, 2017 | M | 215,488 | $0.25 | A | 5,565,488 | D | |
| Common Stock | May 31, 2017 | M | 184,332 | $0.25 | A | 5,749,820 | D | |
| Common Stock | May 31, 2017 | M | 1,098,888 | $0.25 | A | 6,848,708 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Demand Convertible Promissory NoteF4 | $0.25 | May 31, 2017 | J | — | A | May 31, 2017 | — | Common Stock | 598,200 | 598,200 | D |
| Convertible Promissory NoteF2,F5,F9 | $0.25 | May 31, 2017 | M | — | D | Mar 31, 2017 | — | Common Stock | 350,000 | 288,000 | D |
| Convertible Promissory NoteF3,F6 | $0.25 | May 31, 2017 | M | — | D | Jan 12, 2016 | — | Common Stock | 215,488 | 0 | D |
| Convertible Promissory NoteF3,F7 | $0.25 | May 31, 2017 | M | — | D | Apr 8, 2016 | — | Common Stock | 184,332 | 0 | D |
| Convertible Promissory NoteF3,F8 | $0.25 | May 31, 2017 | M | — | D | Jul 20, 2016 | — | Common Stock | 1,098,888 | 0 | 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 $0.25 converted, the Reporting Person will receive one share of common stock. The balance of the terms of this Note have not yet been determined.
- F2Convertible Note was amended to delete the requirement to issue warrants upon conversion.
- F3Convertible notes were amended to reduce the conversion price to $0.25 and delete the requirement to issue warrants upon conversion. Shares were issued upon conversion for all accrued interest.
- F4Not yet determined.
- 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, 2020.
- F6The 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.
- F7The 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.
- F8The 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.
- F9Excludes shares issuable at the election of the Reporting Person upon conversion of accrued interest (both past and future) into shares of common stock.