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^*

BINDER JEFFREY I

(Last)

(First)

(Middle)

11767 S DIXIE HWY

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

3. Date of Earliest Transaction (Month/Day/Year)
11/30/2018

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	11/30/2018		C		244,444⁽¹⁾	A	$0.00	8,717,971	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	08/07/2018		J⁽²⁾			120,000	04/06/2018	⁽³⁾	Common Stock	120,000⁽⁴⁾	$37,500	0	D
Special Warrants	⁽⁵⁾	11/30/2018		C			222,222⁽¹⁾	11/30/2018	⁽⁶⁾	Units	222,222	$0.00	0	D
Warrants	$0.65	11/30/2018		C		244,444⁽¹⁾		11/30/2018	01/06/2021	Common Stock	244,444	$0.00	244,444	D

Explanation of Responses:

1. 222,222 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.

2. Represents repayment in full by the Issuer of the Convertible Promissory Note.

3. The 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.

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

5. Exercisable for no additional consideration.

6. The Special Warrants did not have an expiration date.

	/s/ Jeffrey I. Binder	01/31/2019
	** 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 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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