Sec Form 4 Filing - Koretsky Frank @ CLS Holdings USA, Inc. - 2017-05-31

FORM 4 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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Koretsky Frank 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) (Last) (First) (Middle) 11767 S. DIXIE HIGHWAY, STE 115 3. Date of Earliest Transaction (MM/DD/YY) 05/31/2017 (Street) MIAMI, FL33156 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 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 (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 Demand Convertible Promissory Note $ 0.25 05/31/2017 J( 2 ) 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 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 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 01/12/2016 ( 6 ) Common Stock 3,912,356 $ 0.25 0 D Convertible Promissory Note $ 0.25 ( 3 ) 05/31/2017 M 04/11/2016 ( 7 ) Common Stock 1,661,208 $ 0.25 0 D Convertible Promissory Note $ 0.25 ( 3 ) 05/31/2017 M 07/20/2016 ( 8 ) Common Stock 886,712 $ 0.25 0 D Convertible Promissory Note $ 0.25 ( 3 ) 05/31/2017 M 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Koretsky Frank 11767 S. DIXIE HIGHWAY, STE 115 MIAMI, FL33156 X X Signatures /s/ Frank Koretsky 06/02/2017 Signature of Reporting Person Date

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.

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.