Binder Jeffrey I Form 4 CLS Holdings USA / JEFFREY I BINDER ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

BINDER JEFFREY I

(Last) (First) (Middle)

11767 S DIXIE HWY

STE 115

(Street)

MIAMI FL 33156

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CLS Holdings USA, Inc. [ CLSH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
Chairman, President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
08/23/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock								6,848,708	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Convertible Promissory Note	$0.25	08/23/2017		J(1)		$115,050		08/23/2017	(2)	Common Stock	460,200(3)	$115,050	460,200	D
Convertible Promissory Note	$0.25	08/23/2017		J(1)		$72,767		08/23/2017	(2)	Common Stock	291,068(3)	$72,767	291,068	D
Demand Convertible Promissory Note	$0.25	08/23/2017		J(4)			$77,550(5)	05/31/2017	(6)	Common Stock	310,200(3)	$77,550	0	D
Convertible Promissory Note	$0.25(7)							03/31/2017	(8)	Common Stock	350,000(3)		288,000	D

Explanation of Responses:

1. This 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 $0.25 converted, the Reporting Person will receive one share of common stock.

2. The 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.

3. Excludes shares issuable at the election of the Reporting Person upon conversion of accrued interest (both past and future) into shares of common stock.

4. Exchange of this demand convertible promissory note for convertible promissory note in the amount of $115,050.

5. There was an error in the amount of the demand convertible promissory note dated May 31, 2017, which amount was inadvertently overstated by $72,000. This note, as corrected, is being exchanged for a convertible promissory note in the amount of $115,050.

6. This note has been finalized and replaced by a convertible promissory note in the amount of $115,050, which replacement note includes additional amounts loaned by the Reporting Person.

7. Convertible Note was amended to delete the requirement to issue warrants upon conversion.

8. The 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.

	/s/ Jeffrey I. Binder	08/25/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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