SEC Form 4 · accession 0001185185-19-000135

CLS Holdings USA, Inc. · CLSH

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

Reporting owner

Officer — Chairman and CEO · Director

Period of report

Nov 30, 2018

Accepted (ET)

Feb 1, 2019 · 2:03 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	Nov 30, 2018	C	244,444	$0.00	A	8,717,971	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Convertible Promissory Note^F3,F4	$0.3125	Aug 7, 2018	J	120,000	D	Apr 6, 2018	—	Common Stock	120,000	0	D
Special Warrants^F1,F5,F6	—	Nov 30, 2018	C	222,222	D	Nov 30, 2018	—	Units	222,222	0	D
Warrants^F1	$0.65	Nov 30, 2018	C	244,444	A	Nov 30, 2018	Jan 6, 2021	Common Stock	244,444	244,444	D

F1222,222 Special Warrants were deemed automatically exercised on behalf of, and without any further action or additional consideration required on the part of, the Reporting Person on November 30, 2018. The Special Warrants entitled the Reporting Person to acquire 1.1 Units per Special Warrant, with each Unit comprised of one common share and one common share purchase warrant, resulting in the issuance of 244,444 shares of common stock and common share purchase warrants to the Reporting Person. The common share purchase warrants are exercisable at CAD$0.65 per share and expire on January 6, 2021.
F2Represents repayment in full by the Issuer of the Convertible Promissory Note.
F3The Note was convertible, at the election of the Reporting Person, at any time prior to payment or prepayment in full and had a maturity date of 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.
F5Exercisable for no additional consideration.
F6The Special Warrants did not have an expiration date.