SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* Navy Capital Green Management LLC (Last) (First) (Middle) 575 LEXINGTON AVENUE SUITE 4027 (Street) NEW YORK NY 10022 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 08/06/2018	3. Issuer Name and Ticker or Trading Symbol CLS Holdings USA, Inc. [ CLSH ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) X Other (specify below) See Remark(1)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock(1)	7,500,000	I	See Remark(1) and Footnote(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants	08/06/2018	08/06/2021	Common Stock	7,500,000	$0.6	I	See Remark(1) and Footnote(1)

1. Name and Address of Reporting Person* Navy Capital Green Management LLC (Last) (First) (Middle) 575 LEXINGTON AVENUE SUITE 4027 (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) See Remark(1)

1. Name and Address of Reporting Person* Navy Capital Green Management Partners LLC (Last) (First) (Middle) 575 LEXINGTON AVENUE SUITE 4027 (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Navy Capital Green Fund, LP (Last) (First) (Middle) 575 LEXINGTON AVENUE SUITE 4027 (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) See Remark(2)

1. Name and Address of Reporting Person* Kaden John (Last) (First) (Middle) 575 LEXINGTON AVENUE SUITE 4027 (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Stiefel Sean (Last) (First) (Middle) 575 LEXINGTON AVENUE SUITE 4027 (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. This amount reflects the amount of securities held by the Fund immediately following the transaction requiring the filing of this statement. The transaction was a private placement purchase in which the Fund purchased 7,500,000 units comprised of 7,500,000 shares of Common Stock as well as 7,500,000 Warrants, with an exercise price of $0.60 per share of Common Stock. In accordance with Instruction 5(b)(iv) of Form 3, the entire amount of the Issuer's securities held by the Fund is reported herein. Each of the Investment Manager, NCG, John Kaden and Sean Stiefel disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of his/its indirect pecuniary interest therein, and this report shall not be deemed an admission that either the Investment Manager, NCG, John Kaden and Sean Stiefel are the beneficial owner of such securities for purposes of Section 16 or for any other purposes.

Remarks:

Remark(1): This Form 3 is being filed by Navy Capital Green Management, LLC (the " Investment Manager") on behalf of itself and Navy Capital Green Management Partners, LLC ("NCG"), Navy Capital Green Fund, LP (the "Fund"), John Kaden and Sean Stiefel. John Kaden and Sean Stiefel are the managers of the Investment Manager and NCG. NCG is the general partner of the Fund. Remark(2): With respect to the Fund, due to a clerical error, Navy Capital Green International, Ltd., a British Virgin Island limited company, was incorrectly listed in the private placement documents for the August 2018 transaction.

	/s/ John Kaden, Manager for Navy Capital Green Management, LLC	01/10/2019
	/s/ Sean Stiefel, Manager for Navy Capital Green Management, LLC	01/10/2019
	** 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 5 (b)(v).
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