SEC Form 4 · accession 0001185185-18-000041

CLS Holdings USA, Inc. · CLSH

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

Reporting owner

Director · 10% Owner

Period of report

Jan 5, 2018

Accepted (ET)

Jan 11, 2018 · 3:36 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^F1	holding	—	—		—	1,870,988	I	See Footnote
Common Stock	holding	—	—		—	12,097,264	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Convertible Promissory Note^F1,F3,F4	$0.3125	Jan 5, 2018	J	—	A	Jan 5, 2018	—	Common Stock	368,000	368,000	I
Convertible Promissory Note^F1,F5,F6,F4	$0.3125	holding	—	—	—	Oct 9, 2017	—	Common Stock	95,998	95,998	I
Convertible Promissory Note^F1,F5,F7,F4	$0.3125	holding	—	—	—	Aug 23, 2017	—	Common Stock	1,989,306	1,989,306	I
Convertible Promissory Note^F1,F5,F7,F4	$0.3125	holding	—	—	—	Aug 23, 2017	—	Common Stock	224,000	224,000	I
Convertible Promissory Note^{F1,F5,F8,F9,F4}	$0.3125	holding	—	—	—	Mar 31, 2017	—	Common Stock	384,000	384,000	I

F1Owned by Newcan Investment Partners LLC, an entity wholly owned by the Reporting Person.
F2This 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 $0.3125 converted, the Reporting Person will receive one share of common stock.
F3The 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, 2021.
F4Excludes shares issuable at the election of the Reporting Person upon conversion of accrued interest (both past and future) into shares of common stock.
F5On January 10, 2018, this convertible note was amended to increase the conversion price to $0.3125 effective as of December 1, 2017.
F6The Note is convertible, at the election of the Reporting Person, at any time prior to payment or prepayment in full and matures on October 8, 2020.
F7The Note is convertible, at the election of the Reporting Person, at any time prior to payment or prepayment in full and matures on August 22, 2020.
F8Convertible Note was amended to delete the requirement to issue warrants upon conversion.
F9The 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.