SEC Form 4 · accession 0001185185-18-001280
CLS Holdings USA, Inc. · CLSH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jeffrey I Binder
Officer — Chairman and CEO · Director · 10% Owner
Period of report
Jun 20, 2018
Accepted (ET)
Jul 25, 2018 · 5:53 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 | — | — | — | 8,473,527 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Special WarrantsF2,F1,F3,F4,F5 | — | Jun 20, 2018 | P | 222,222 | A | — | — | Special Warrants | 222,222 | 222,222 | D |
| Convertible Promissory NoteF6,F7 | $0.3125 | holding | — | — | — | Apr 6, 2018 | — | Common Stock | 120,000 | 120,000 | D |
Explanation of responses
- F1Convertible for no additional consideration
- F2The Reporting Person purchased 222,222 special warrants (the "Special Warrants") with each Special Warrant being comprised of one share of common stock of the Issuer (a "Share") and one common stock purchase warrant (a "Warrant") of the Issuer. The Warrants are exercisable at a price of CAD$0.45 per Warrant.
- F3Each Special Warrant will be deemed to be automatically exercised on behalf of, and without any further action or payment required on the part of, the Reporting Person at 5:00 p.m. (Toronto time) on the date that is the earlier of: (i) the fifth business day after the date a receipt is issued for a final prospectus qualifying the distribution of the Shares and the Warrants by the securities regulatory authorities in the provinces of British Columbia, Alberta, Manitoba and Ontario; and (ii) October 28, 2018.
- F4The Special Warrants do not have an expiration date. The Warrants expire 36 months from the date that the Issuer's common stock is listed on a recognized Canadian stock exchange.
- F5Each Special Warrant is comprised of one Share and one Warrant.
- F6The 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.
- F7Excludes shares issuable at the election of the Reporting Person upon conversion of accrued interest (both past and future) into shares of common stock.