SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Navy Capital Green Management LLC

(Last) (First) (Middle)
575 LEXINGTON AVENUE
SUITE 4027

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
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) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/02/2018
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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)(2) 11/02/2018 P 6,250,000 A $0.8 20,000,000 I See Remark(1) and Footnote(1)(2)
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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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 $1.1 11/02/2018 P 3,125,000 11/02/2018 11/02/2021 Common Stock 3,125,000 $0.8 16,875,000 I See Remark(1) and Footnote(1)(2)
1. Name and Address of Reporting Person*
Navy Capital Green Management LLC

(Last) (First) (Middle)
575 LEXINGTON AVENUE
SUITE 4027

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Navy Capital Green Management Partners LLC

(Last) (First) (Middle)
575 LEXINGTON AVENUE
SUITE 4027

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Navy Capital Green Fund, LP

(Last) (First) (Middle)
575 LEXINGTON AVENUE
SUITE 4027

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Navy Capital Green Co-Invest Fund, LLC

(Last) (First) (Middle)
575 LEXINGTON AVENUE
SUITE 4027

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Navy Capital Green Co-Invest Partners LLC

(Last) (First) (Middle)
575 LEXINGTON AVENUE
SUITE 4027

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Kaden John

(Last) (First) (Middle)
C/O NAVY CAPITAL GREEN MANAGEMENT LLC
575 LEXINGTON AVENUE, SUITE 4027

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Stiefel Sean

(Last) (First) (Middle)
575 LEXINGTON AVENUE
SUITE 4027

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
Explanation of Responses:
1. The amount of 6,250,000 in Table I reflects the amount of common stock beneficially acquired by the Fund and the Co-Investment Fund in the transaction requiring the filing of this statement. The transaction was a private placement purchase in which the Fund and the Co-Investment Fund purchased $5,000,000 face amount of Debentures convertible at $0.80 per unit into an aggregate of 6,250,000 units comprised of 6,250,000 shares of Common Stock as well as 3,125,000 Warrants with an exercise price of $1.10 per share of Common Stock. In accordance with Instruction 4(b)(iv) of Form 4, the entire amount of the Issuer's securities held by the Fund and the Co-Investment Fund is reported herein. Footnote(1) continued in Footnote(2).
2. Footnote(2) continued from Footnote(1): Each of the Investment Manager, NCG, NCGP, 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, NCGP, 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 4 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"), Navy Capital Green Co-Invest Fund, LLC (the "Co-Investment Fund"), Navy Capital Green Co-Invest Partners, LLC ("NCGP"), John Kaden and Sean Stiefel. John Kaden and Sean Stiefel are the managers of the Investment Manager, NCG, and NCGP. NCG is the general partner of the Fund and NCGP is the manager of the Co-Investment 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 and November 2, 2018 transaction.
/s/ John Kaden, Manager of Navy Capital Green Management, LLC 01/10/2019
/s/ Sean Stiefel, Manager of Navy Capital Green Management, LLC 01/10/2019
** Signature of Reporting Person 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).
** 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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