Sec Form 4 Filing - Koretsky Frank @ CLS Holdings USA, Inc. - 2018-03-12

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 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 SOUTH DIXIE HIGHWAY, #115 3. Date of Earliest Transaction (MM/DD/YY) 03/12/2018 (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 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 (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 03/12/2018 M 01/10/2017 ( 3 ) Common Stock 50,685 $ 0.3125 0 I ( 1 ) See Footnote Convertible Promissory Note $ 0.3125 03/12/2018 M 01/10/2017 ( 3 ) Common Stock 9,027 $ 0.3125 0 I ( 1 ) See Footnote Convertible Promissory Note $ 0.3125 03/12/2018 M 03/31/2017 ( 4 ) Common Stock 427,187 $ 0.3125 0 I ( 1 ) See Footnote Convertible Promissory Note $ 0.3125 03/12/2018 M 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 08/23/2017 ( 5 ) Common Stock 236,810 $ 0.3125 0 I ( 1 ) See Footnote Convertible Promissory Note $ 0.3125 03/12/2018 M 10/09/2017 ( 6 ) Common Stock 100,525 $ 0.3125 0 I ( 1 ) See Footnote Convertible Promissory Note $ 0.3125 03/12/2018 M 01/05/2018 ( 7 ) Common Stock 377,898 $ 0.3125 0 I ( 1 ) See Footnote Convertible Promissory Note $ 0.3125 03/12/2018 M 08/03/2016 ( 9 ) Common Stock 29,786 $ 0.3125 0 D Convertible Promissory Note $ 0.3125 03/12/2018 M 01/12/2016 ( 10 ) Common Stock 71,091 $ 0.3125 0 D Convertible Promissory Note $ 0.3125 03/12/2018 M 04/11/2016 ( 11 ) Common Stock 50,307 $ 0.3125 0 D Convertible Promissory Note $ 0.3125 03/12/2018 M 07/26/2016 ( 12 ) Common Stock 27,805 $ 0.3125 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Koretsky Frank 11767 SOUTH DIXIE HIGHWAY, #115 MIAMI, FL33156 X X Signatures /s/ Frank Koretsky 03/14/2018 Signature of Reporting Person Date

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.

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