Sec Form 4 Filing - BINDER JEFFREY I @ CLS Holdings USA, Inc. - 2018-01-05

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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
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1. Name and Address of Reporting Person
BINDER JEFFREY I
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
X __ Officer (give title below) _____ Other (specify below)
Chairman and CEO
(Last) (First) (Middle)
11767 S DIXIE HWY, STE 115
3. Date of Earliest Transaction (MM/DD/YY)
01/05/2018
(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 6,848,708 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
Convertible Promissory Note $ 0.3125 01/05/2018 J( 1 ) 01/05/2018 ( 2 ) Common Stock 529,153 ( 3 ) $ 165,360.19 529,153 D
Convertible Promissory Note $ 0.3125 ( 4 ) 10/09/2017 ( 5 ) Common Stock 126,466 ( 3 ) 126,466 D
Convertible Promissory Note $ 0.3125 ( 4 ) 08/23/2017 ( 6 ) Common Stock 368,160 ( 3 ) 368,160 D
Convertible Promissory Note $ 0.3125 ( 4 ) 08/23/2017 ( 6 ) Common Stock 232,854 ( 3 ) 232,854 D
Convertible Promissory Note $ 0.3125 ( 4 ) ( 7 ) 03/31/2017 ( 8 ) Common Stock 230,400 ( 3 ) 230,400 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BINDER JEFFREY I
11767 S DIXIE HWY
STE 115
MIAMI, FL33156
X X Chairman and CEO
Signatures
/s/ Jeffrey I. Binder 01/11/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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 $0.3125 converted, the Reporting Person will receive one share of common stock.
( 2 )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.
( 3 )Excludes shares issuable at the election of the Reporting Person upon conversion of accrued interest (both past and future) into shares of common stock.
( 4 )On January 10, 2018, this convertible note was amended to increase the conversion price to $0.3125 effective as of December 1, 2017.
( 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 October 8, 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 August 22, 2020.
( 7 )Convertible Note was amended to delete the requirement to issue warrants upon conversion.
( 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 April 1, 2020.

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