SEC Form 4 · accession 0001185185-18-001284
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
Jun 20, 2018
Accepted (ET)
Jul 26, 2018 · 5:31 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 StockF1 | holding | — | — | — | 5,246,208 | I | See Footnote | |
| Common Stock | holding | — | — | — | 12,276,253 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Special WarrantsF3,F2,F4,F5,F6 | — | Jun 20, 2018 | P | 1,089,609 | A | — | — | Special Warrants | 1,089,609 | 1,089,609 | D |
Explanation of responses
- F1Owned by Newcan Investment Partners LLC, an entity wholly owned by the Reporting Person.
- F2Convertible for no additional consideration.
- F3The Reporting Person purchased 1,089,609 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.
- F4Each 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.
- F5The 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.
- F6Each Special Warrant is comprised of one Share and one Warrant.