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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OMB APPROVAL |
OMB Number: |
3235-0287 |
Estimated average burden |
hours per response: |
0.5 |
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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). |
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
CLS Holdings USA, Inc.
[ CLSH ]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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Director |
X |
10% Owner |
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Officer (give title below) |
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Other (specify below) |
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3. Date of Earliest Transaction
(Month/Day/Year) 12/29/2023
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4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Form filed by One Reporting Person |
X |
Form filed by More than One Reporting Person |
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
1. Title of Security (Instr.
3)
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2. Transaction Date
(Month/Day/Year) |
2A. Deemed Execution Date, if any
(Month/Day/Year) |
3. Transaction Code (Instr.
8)
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4. Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
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5.
Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr.
3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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7. Nature of Indirect Beneficial Ownership (Instr.
4)
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Code |
V |
Amount |
(A) or (D) |
Price |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivative Security (Instr.
3)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date
(Month/Day/Year) |
3A. Deemed Execution Date, if any
(Month/Day/Year) |
4. Transaction Code (Instr.
8)
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5.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year) |
7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
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8. Price of Derivative Security (Instr.
5)
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9.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
4)
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10. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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11. Nature of Indirect Beneficial Ownership (Instr.
4)
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Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Convertible Units |
$0.07
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12/29/2023 |
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J |
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$2,018,007.24
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10/31/2018 |
01/31/2028 |
Common Stock |
43,243,011 |
$0.07
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48,063,570 |
I |
Navy Capital Green Co-Invest Fund, LLC
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Convertible Units |
$0.07
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12/29/2023 |
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J |
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$504,500.05
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10/31/2018 |
01/31/2028 |
Common Stock |
10,962,229 |
$0.07
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12,167,369 |
I |
Navy Capital Green Fund, LP
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Warrant |
$0.1
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12/29/2023 |
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J |
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14,414,337
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12/29/2023 |
12/29/2026 |
Common Stock |
14,414,337 |
$0.1
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48,063,570 |
I |
Navy Capital Green Co-Invest Fund, LLC
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Warrant |
$0.1
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12/29/2023 |
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J |
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1,205,140
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12/29/2023 |
12/29/2026 |
Common Stock |
3,603,570 |
$0.1
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12,167,369 |
I |
Navy Capital Green Fund, LP
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Director |
X |
10% Owner |
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Officer (give title below) |
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Other (specify below) |
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Director |
X |
10% Owner |
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Officer (give title below) |
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Other (specify below) |
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Director |
X |
10% Owner |
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Officer (give title below) |
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Other (specify below) |
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Director |
X |
10% Owner |
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Officer (give title below) |
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Other (specify below) |
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Director |
X |
10% Owner |
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Officer (give title below) |
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Other (specify below) |
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1. Name and Address of Reporting Person*
C/O NAVY CAPITAL GREEN MANAGEMENT LLC |
28 REICHERT CIRCLE |
(Street)
Relationship of Reporting Person(s) to Issuer
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Director |
X |
10% Owner |
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Officer (give title below) |
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Other (specify below) |
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1. Name and Address of Reporting Person*
C/O NAVY CAPITAL GREEN MANAGEMENT LLC |
28 REICHERT CIRCLE |
(Street)
Relationship of Reporting Person(s) to Issuer
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Director |
X |
10% Owner |
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Officer (give title below) |
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Other (specify below) |
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1. Name and Address of Reporting Person*
C/O NAVY CAPITAL GREEN MANAGEMENT LLC |
28 REICHERT CIRCLE |
(Street)
Relationship of Reporting Person(s) to Issuer
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Director |
X |
10% Owner |
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Officer (give title below) |
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Other (specify below) |
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Explanation of Responses: |
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/s/ John Kaden, Manager of Navy Capital Green Management, LLC |
01/04/2024 |
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/s/ Sean Stiefel, Manager of Navy Capital Green Management, LLC |
01/04/2024 |
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/s/ Chetan Gulati, Manager of Navy Capital Green Management, LLC |
01/04/2024 |
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** 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). |
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. |
Exhibit
24
Information Regarding Joint Filers
Designated Filer of Form 4: Navy Capital Green Management, LLC
Date of
Earliest Transaction Required to be Reported: 12/29/2023
Issuer Name
and Ticker Symbol: CLS Holdings USA, Inc. (CLSH)
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Names: |
Navy Capital Green Management Partners,
LLC, Navy Capital Green Fund, LP, Navy Capital Green Co-Invest Fund, LLC, Navy Capital Green Co-Invest Partners, LLC, John
Kaden, Sean Stiefel and Chetan Gulati |
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Address: |
Navy Capital Green Management Partners, LLC |
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28 Reichert Circle |
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Westport, CT 06880 |
Signatures:
The undersigned, Navy Capital Green
Management Partners, LLC, Navy Capital Green Fund, LP, Navy Capital Green Co-Invest Fund, LLC, Navy Capital Green Co-Invest
Partners, LLC, John Kaden, Sean Stiefel and Chetan Gulati are jointly filing the attached Statement of Changes in Beneficial
Ownership of Securities on Form 4 with Navy Capital Green Management, LLC with respect to the beneficial ownership of securities of
CLS Holdings USA, Inc.
NAVY CAPITAL GREEN MANAGEMENT PARTNERS, LLC
By: John Kaden, manager
By: /s/ John Kaden
John Kaden
By: Sean Stiefel,manager
By: /s/ Sean Stiefel
Sean Stiefel
By: Chetan Gulati, manager
By: /s/ Chetan Gulati
Chetan Gulati
NAVY CAPITAL GREEN FUND, LP
By: Navy Capital Green Management Partners, LLC, its general partner.
By: John Kaden, manager of general partner
By: /s/ John Kaden
John Kaden
By: Sean Stiefel, manager of general partner
By: /s/ Sean Stiefel
Sean Stiefel
By: Chetan Gulati, manager of general partner
By: /s/ Chetan Gulati
Chetan Gulati
NAVY CAPITAL GREEN CO-INVEST FUND, LLC
By: Navy Capital Green Co-Invest
Partners, LLC
By: John Kaden, manager
By: /s/ John Kaden
John Kaden
By: Sean Stiefel,
manager
By: /s/ Sean Stiefel
Sean Stiefel
By: Chetan Gulati, manager
By: /s/ Chetan Gulati
Chetan Gulati
NAVY CAPITAL GREEN CO-INVEST PARTNERS, LLC
By: John Kaden, manager
By: /s/ John Kaden
John Kaden
By: Sean Stiefel,
manager
By: /s/ Sean Stiefel
Sean Stiefel
By: Chetan Gulati, manager
By: /s/ Chetan Gulati
Chetan Gulati
JOHN KADEN
By: /s/ John Kaden
John Kaden
SEAN STIEFEL
By: /s/ Sean Stiefel
Sean Stiefel
CHETAN GULATI
By: /s/ Chetan Gulati
Chetan Gulati
Exhibit
24
Information Regarding Joint Filers
Designated Filer of Form 4: Navy Capital Green Management, LLC
Date of
Earliest Transaction Required to be Reported: 12/29/2023
Issuer Name
and Ticker Symbol: CLS Holdings USA, Inc. (CLSH)
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Names: |
Navy Capital Green Management Partners,
LLC, Navy Capital Green Fund, LP, Navy Capital Green Co-Invest Fund, LLC, Navy Capital Green Co-Invest Partners, LLC, John
Kaden, Sean Stiefel and Chetan Gulati |
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Address: |
Navy Capital Green Management Partners, LLC |
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28 Reichert Circle |
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Westport, CT 06880 |
Signatures:
The undersigned, Navy Capital Green
Management Partners, LLC, Navy Capital Green Fund, LP, Navy Capital Green Co-Invest Fund, LLC, Navy Capital Green Co-Invest
Partners, LLC, John Kaden, Sean Stiefel and Chetan Gulati are jointly filing the attached Statement of Changes in Beneficial
Ownership of Securities on Form 4 with Navy Capital Green Management, LLC with respect to the beneficial ownership of securities of
CLS Holdings USA, Inc.
NAVY CAPITAL GREEN MANAGEMENT PARTNERS, LLC
By: John Kaden, manager
By: /s/ John Kaden
John Kaden
By: Sean Stiefel,manager
By: /s/ Sean Stiefel
Sean Stiefel
By: Chetan Gulati, manager
By: /s/ Chetan Gulati
Chetan Gulati
NAVY CAPITAL GREEN FUND, LP
By: Navy Capital Green Management Partners, LLC, its general partner.
By: John Kaden, manager of general partner
By: /s/ John Kaden
John Kaden
By: Sean Stiefel, manager of general partner
By: /s/ Sean Stiefel
Sean Stiefel
By: Chetan Gulati, manager of general partner
By: /s/ Chetan Gulati
Chetan Gulati
NAVY CAPITAL GREEN CO-INVEST FUND, LLC
By: Navy Capital Green Co-Invest
Partners, LLC
By: John Kaden, manager
By: /s/ John Kaden
John Kaden
By: Sean Stiefel,
manager
By: /s/ Sean Stiefel
Sean Stiefel
By: Chetan Gulati, manager
By: /s/ Chetan Gulati
Chetan Gulati
NAVY CAPITAL GREEN CO-INVEST PARTNERS, LLC
By: John Kaden, manager
By: /s/ John Kaden
John Kaden
By: Sean Stiefel,
manager
By: /s/ Sean Stiefel
Sean Stiefel
By: Chetan Gulati, manager
By: /s/ Chetan Gulati
Chetan Gulati
JOHN KADEN
By: /s/ John Kaden
John Kaden
SEAN STIEFEL
By: /s/ Sean Stiefel
Sean Stiefel
CHETAN GULATI
By: /s/ Chetan Gulati
Chetan Gulati
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