SEC FORM 4

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^*

Koretsky Frank

(Last)

(First)

(Middle)

11767 SOUTH DIXIE HIGHWAY, #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)
03/12/2018

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	03/12/2018		M		50,685	A	$0.3125	1,921,673	I⁽¹⁾	See Footnote
Common Stock	03/12/2018		M		9,027	A	$0.3125	1,930,700	I⁽¹⁾	See Footnote
Common Stock	03/12/2018		M		427,187	A	$0.3125	2,357,887	I⁽¹⁾	See Footnote
Common Stock	03/12/2018		M		2,173,088	A	$0.3125	4,530,975	I⁽¹⁾	See Footnote
Common Stock	03/12/2018		M		236,810	A	$0.3125	4,767,785	I⁽¹⁾	See Footnote
Common Stock	03/12/2018		M		100,525	A	$0.3125	4,868,310	I⁽¹⁾	See Footnote
Common Stock	03/12/2018		M		377,898	A	$0.3125	5,246,208	I⁽¹⁾	See Footnote
Common Stock	03/12/2018		M		29,786	A	$0.3125	12,127,050	D
Common Stock	03/12/2018		M		71,091	A	$0.3125	12,198,141	D
Common Stock	03/12/2018		M		50,307	A	$0.3125	12,248,448	D
Common Stock	03/12/2018		M		27,805	A	$0.3125	12,276,253	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)
Convertible Promissory Note	$0.3125	03/12/2018		M			$15,839⁽²⁾	01/10/2017	⁽³⁾	Common Stock	50,685	$0.3125	0	I⁽¹⁾	See Footnote
Convertible Promissory Note	$0.3125	03/12/2018		M			$2,821⁽²⁾	01/10/2017	⁽³⁾	Common Stock	9,027	$0.3125	0	I⁽¹⁾	See Footnote
Convertible Promissory Note	$0.3125	03/12/2018		M			$133,496	03/31/2017	⁽⁴⁾	Common Stock	427,187	$0.3125	0	I⁽¹⁾	See Footnote
Convertible Promissory Note	$0.3125	03/12/2018		M			$679,090	08/23/2017	⁽⁵⁾	Common Stock	2,173,088	$0.3125	0	I⁽¹⁾	See Footnote
Convertible Promissory Note	$0.3125	03/12/2018		M			$74,003	08/23/2017	⁽⁵⁾	Common Stock	236,810	$0.3125	0	I⁽¹⁾	See Footnote
Convertible Promissory Note	$0.3125	03/12/2018		M			$31,414	10/09/2017	⁽⁶⁾	Common Stock	100,525	$0.3125	0	I⁽¹⁾	See Footnote
Convertible Promissory Note	$0.3125	03/12/2018		M			$118,093	01/05/2018	⁽⁷⁾	Common Stock	377,898	$0.3125	0	I⁽¹⁾	See Footnote
Convertible Promissory Note	$0.3125	03/12/2018		M			$9,308⁽⁸⁾	08/03/2016	⁽⁹⁾	Common Stock	29,786	$0.3125	0	D
Convertible Promissory Note	$0.3125	03/12/2018		M			$22,216⁽²⁾	01/12/2016	⁽¹⁰⁾	Common Stock	71,091	$0.3125	0	D
Convertible Promissory Note	$0.3125	03/12/2018		M			$15,721⁽²⁾	04/11/2016	⁽¹¹⁾	Common Stock	50,307	$0.3125	0	D
Convertible Promissory Note	$0.3125	03/12/2018		M			$8,689⁽²⁾	07/26/2016	⁽¹²⁾	Common Stock	27,805	$0.3125	0	D

Explanation of Responses:

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

2. Represents conversion of remaining unpaid interest that accrued on a convertible promissory note that was converted on May 31, 2017.

3. 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.

4. 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.

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 August 22, 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 October 8, 2020.

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, 2021.

8. Represents conversion of remaining unpaid interest that accrued on a convertible promissory note held by CLS Co 2016, LLC, an entity of which the Reporting Person is a member, that was converted on May 31, 2017. Since CLS Co 2016, LLC's acquisition of this convertible note, the Reporting Person has taken a controlling position in this entity and shares issued upon conversion were issued in the name of the Reporting Person.

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 January 1, 2019.

11. 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.

12. 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.

	/s/ Frank Koretsky	03/14/2018
	** 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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