Koretsky Frank Form 4 CLS Holdings USA / Frank Koretsky 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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Koretsky Frank

(Last)

(First)

(Middle)

11767 S. DIXIE HIGHWAY, STE 115

(Street)

MIAMI

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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/31/2017

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/31/2017		M		200,880	A	$0.25	200,880	I⁽¹⁾	See Footnote
Common Stock	05/31/2017		M		1,670,108	A	$0.25	1,870,988	I⁽¹⁾	See Footnote
Common Stock	05/31/2017		M		3,912,356	A	$0.25	8,912,356	D
Common Stock	05/31/2017		M		1,661,208	A	$0.25	10,573,564	D
Common Stock	05/31/2017		M		886,712	A	$0.25	11,460,276	D
Common Stock	05/31/2017		M		636,988	A	$0.25	12,097,264	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Demand Convertible Promissory Note	$0.25	05/31/2017		J⁽²⁾		$618,000		05/31/2017	⁽⁴⁾	Common Stock	2,472,000⁽¹¹⁾	$618,000	2,472,000	I⁽¹⁾	See Footnote
Convertible Promissory Note	$0.25⁽³⁾	05/31/2017		M			$50,220	01/10/2017	⁽⁵⁾	Common Stock	200,800	$0.25	0	I⁽¹⁾	See Footnote
Convertible Promissory Note	$0.25⁽³⁾	05/31/2017		M			$417,527	01/10/2017	⁽⁵⁾	Common Stock	1,670,108	$0.25	0	I⁽¹⁾	See Footnote
Convertible Promissory Note	$0.25⁽³⁾	05/31/2017		M			$978,089	01/12/2016	⁽⁶⁾	Common Stock	3,912,356	$0.25	0	D
Convertible Promissory Note	$0.25⁽³⁾	05/31/2017		M			$415,302	04/11/2016	⁽⁷⁾	Common Stock	1,661,208	$0.25	0	D
Convertible Promissory Note	$0.25⁽³⁾	05/31/2017		M			$221,678	07/20/2016	⁽⁸⁾	Common Stock	886,712	$0.25	0	D
Convertible Promissory Note	$0.25⁽³⁾	05/31/2017		M			$159,247	08/03/2016	⁽⁹⁾	Common Stock	636,988	$0.25	0	I⁽¹²⁾	See Footnote
Convertible Promissory Note	$0.25⁽¹³⁾							03/31/2017	⁽¹⁰⁾	Common Stock	480,000⁽¹¹⁾		480,000	I⁽¹⁾	See Footnote

Explanation of Responses:

1. Owned by Newcan Investment Partners LLC, an entity wholly owned by the Reporting Person.

2. 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. The balance of the terms of this Note have not yet been determined.

3. Convertible Notes were amended to reduce the conversion price to $0.25 and delete the requirement to issue warrants upon conversion. Shares were issued upon conversion for all accrued interest.

4. Not yet determined.

5. The 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.

6. The 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.

7. 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, 2019.

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 July 1, 2019.

9. 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 1, 2018.

10. 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.

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

12. Owned by CLS Co 2016, LLC, an entity of which the Reporting Person is a member. Since CLS Co 2016, LLC's acquisition of this convertible note, the Reporting Person has taken a controlling position in this entity. Shares issued upon conversion were issued in the name of the Reporting Person.

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

	/s/ Frank Koretsky	06/02/2017
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Koretsky Frank Form 4CLS Holdings USA / Frank Koretsky ownership change