SEC Form 4 · accession 0001185185-18-000429

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 12, 2018

Accepted (ET)

Mar 14, 2018 · 9:24 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^F1	Mar 12, 2018	M	50,685	$0.3125	A	1,921,673	I	See Footnote
Common Stock^F1	Mar 12, 2018	M	9,027	$0.3125	A	1,930,700	I	See Footnote
Common Stock^F1	Mar 12, 2018	M	427,187	$0.3125	A	2,357,887	I	See Footnote
Common Stock^F1	Mar 12, 2018	M	2,173,088	$0.3125	A	4,530,975	I	See Footnote
Common Stock^F1	Mar 12, 2018	M	236,810	$0.3125	A	4,767,785	I	See Footnote
Common Stock^F1	Mar 12, 2018	M	100,525	$0.3125	A	4,868,310	I	See Footnote
Common Stock^F1	Mar 12, 2018	M	377,898	$0.3125	A	5,246,208	I	See Footnote
Common Stock	Mar 12, 2018	M	29,786	$0.3125	A	12,127,050	D
Common Stock	Mar 12, 2018	M	71,091	$0.3125	A	12,198,141	D
Common Stock	Mar 12, 2018	M	50,307	$0.3125	A	12,248,448	D
Common Stock	Mar 12, 2018	M	27,805	$0.3125	A	12,276,253	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Convertible Promissory Note^F2,F1,F3	$0.3125	Mar 12, 2018	M	—	D	Jan 10, 2017	—	Common Stock	50,685	I
Convertible Promissory Note^F2,F1,F3	$0.3125	Mar 12, 2018	M	—	D	Jan 10, 2017	—	Common Stock	9,027	I
Convertible Promissory Note^F1,F4	$0.3125	Mar 12, 2018	M	—	D	Mar 31, 2017	—	Common Stock	427,187	I
Convertible Promissory Note^F1,F5	$0.3125	Mar 12, 2018	M	—	D	Aug 23, 2017	—	Common Stock	2,173,088	I
Convertible Promissory Note^F1,F5	$0.3125	Mar 12, 2018	M	—	D	Aug 23, 2017	—	Common Stock	236,810	I
Convertible Promissory Note^F1,F6	$0.3125	Mar 12, 2018	M	—	D	Oct 9, 2017	—	Common Stock	100,525	I
Convertible Promissory Note^F1,F7	$0.3125	Mar 12, 2018	M	—	D	Jan 5, 2018	—	Common Stock	377,898	I
Convertible Promissory Note^F8,F9	$0.3125	Mar 12, 2018	M	—	D	Aug 3, 2016	—	Common Stock	29,786	D
Convertible Promissory Note^F2,F10	$0.3125	Mar 12, 2018	M	—	D	Jan 12, 2016	—	Common Stock	71,091	D
Convertible Promissory Note^F2,F11	$0.3125	Mar 12, 2018	M	—	D	Apr 11, 2016	—	Common Stock	50,307	D
Convertible Promissory Note^F2,F12	$0.3125	Mar 12, 2018	M	—	D	Jul 26, 2016	—	Common Stock	27,805	D

Explanation of responses

F1Owned by Newcan Investment Partners LLC, an entity wholly owned by the Reporting Person.
F10The 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.
F11The 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.
F12The 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.
F2Represents conversion of remaining unpaid interest that accrued on a convertible promissory note that was converted on May 31, 2017.
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.
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, 2020.
F5The 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.
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 April 1, 2021.
F8Represents conversion of remaining unpaid interest that accrued on a convertible promissory note held by CLS Co 2016, LLC, an entity of which the Reporting Person is a member, that was converted on May 31, 2017. Since CLS Co 2016, LLC's acquisition of this convertible note, the Reporting Person has taken a controlling position in this entity and shares issued upon conversion were issued in the name of the Reporting Person.
F9The Note is convertible, at the election of the Reporting Person, at any time prior to payment or prepayment in full and matures on August 1, 2018.