Sec Form 4 Filing - BINDER JEFFREY I @ CLS Holdings USA, Inc. - 2018-11-30

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 _____ 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) 11/30/2018 (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 11/30/2018 C 244,444 ( 1 ) A $ 0 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 (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 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 0 D Warrants $ 0.65 11/30/2018 C 244,444 ( 1 ) 11/30/2018 01/06/2021 Common Stock 244,444 $ 0 244,444 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 Chairman and CEO Signatures /s/ Jeffrey I. Binder 01/31/2019 Signature of Reporting Person Date

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.

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).

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