Sec Form 3 Filing - Navy Capital Green Management LLC @ CLS Holdings USA, Inc. - 2018-08-06

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 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 2. Issuer Name and Ticker or Trading Symbol CLS Holdings USA, Inc. [ CLSH] 5. 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) (Last) (First) (Middle) 575 LEXINGTON AVENUE, SUITE 4027 3. Date of Earliest Transaction (MM/DD/YY) 08/06/2018 (Street) NEW YORK, NY10022 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 ( 1 ) 7,500,000 I See Remark(1) and Footnote ( 1 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Warrants $ 0.6 08/06/2018 08/06/2021 Common Stock 7,500,000 I See Remark(1) and Footnote ( 1 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Navy Capital Green Management LLC 575 LEXINGTON AVENUE SUITE 4027 NEW YORK, NY10022 X See Remark(1) Navy Capital Green Management Partners LLC 575 LEXINGTON AVENUE SUITE 4027 NEW YORK, NY10022 X Navy Capital Green Fund, LP 575 LEXINGTON AVENUE SUITE 4027 NEW YORK, NY10022 X See Remark(2) Kaden John 575 LEXINGTON AVENUE SUITE 4027 NEW YORK, NY10022 X Stiefel Sean 575 LEXINGTON AVENUE SUITE 4027 NEW YORK, NY10022 X Signatures /s/ John Kaden, Manager for Navy Capital Green Management, LLC 01/10/2019 Signature of Reporting Person Date /s/ Sean Stiefel, Manager for Navy Capital Green Management, LLC 01/10/2019 Signature of Reporting Person Date

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.

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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