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).

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^*

Navy Capital Green Management, LLC

(Last)

(First)

(Middle)

28 REICHERT CIRCLE

(Street)

WESTPORT

06880

(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)
09/10/2024

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/10/2024	09/10/2024	S		15,488,901	D	$0.0387	0	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾

**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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Convertible Notes	$0.07	09/10/2024		J		$1,885,555.37		10/31/2018	01/31/2028	Common Stock	40,404,757	$2,000,000⁽²⁾⁽³⁾	0	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Convertible Notes	$0.07	09/10/2024		J		$375,000.7		10/31/2018	01/31/2028	Common Stock	8,035,728	$2,000,000⁽²⁾⁽³⁾	0	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
ConvertibleNotes	$0.07	09/10/2024		J		$96,386.27		12/21/2023	01/31/2028	Common Stock	2,065,419	$2,000,000⁽²⁾⁽³⁾	0	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Warrant	$0.1	09/10/2024		J		$6,177,216⁽²⁾⁽³⁾		12/29/2023	12/29/2026	Common Stock	6,177,216	$2,000,000⁽²⁾⁽³⁾	0	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾

1. Name and Address of Reporting Person^*

Navy Capital Green Management, LLC

(Last)

(First)

(Middle)

28 REICHERT CIRCLE

(Street)

WESTPORT

06880

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Navy Capital Green Management Partners LLC

(Last)

(First)

(Middle)

28 REICHERT CIRCLE

(Street)

WESTPORT

06880

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Navy Capital Green Fund, LP

(Last)

(First)

(Middle)

28 REICHERT CIRCLE

(Street)

WESTPORT

06880

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Navy Capital Green Co-Invest Fund, LLC

(Last)

(First)

(Middle)

28 REICHERT CIRCLE

(Street)

WESTPORT

06880

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Navy Capital Green Co-Invest Partners LLC

(Last)

(First)

(Middle)

28 REICHERT CIRCLE

(Street)

WESTPORT

06880

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Kaden John

(Last)

(First)

(Middle)

C/O NAVY CAPITAL GREEN MANAGEMENT LLC

28 REICHERT CIRCLE

(Street)

WESTPORT

06880

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Stiefel Sean

(Last)

(First)

(Middle)

C/O NAVY CAPITAL GREEN MANAGEMENT LLC

28 REICHERT CIRCLE

(Street)

WESTPORT

06880

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

GULATI CHETAN

(Last)

(First)

(Middle)

C/O NAVY CAPITAL GREEN MANAGEMENT LLC

28 REICHERT CIRCLE

(Street)

WESTPORT

06880

(City)

(State)

(Zip)

Explanation of Responses:

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"), Navy Capital Green Holdings II, LLC ("Holdings" and, together with the Fund and the Co-Investment Fund, "Navy Funds"), John Kaden, Chetan Gulati and Sean Stiefel. John Kaden, Chetan Gulati 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.

2. On September 10, 2024 the Issuer entered into a Redemption Agreement (the "Redemption Agreement") with the Navy Funds to redeem (i) the Navy Funds' shares of the Issuer's common stock (the "Shares"); (ii) The Navy Funds' warrants to purchase the Issuer's common stock (the "Warrants"); (iii) The Fund's right, title and interest to (x) the Third Amended and Restated Debenture, dated December 29, 2023, between the Fund and the Issuer (the "Parties") (the "Third Amended and Restated Debenture"), and (y) the Second Amended and Restated Unsecured Debenture No. CLSH2023-AD6, dated December 31, 2023, between the Parties (the "Second Amended and Restated Unsecured Debenture" together with the Third Amended and Restated Debenture, the "Debentures");

3. Continuance) and (iv) the Co-Investment Fund's right title, and interest in the Third Amended and Restated Debenture, dated December 29, 2023, between the Issuer and the Co-Investment Fund (the "Co-Investment Debenture" together with the Shares, the Warrants and the Debentures, the "Redeemed Securities"). The repurchase price for all of the Warrants and the Debentures was collectively $2,000,000. The repurchase price for all of the Shares was $600,000. The Redemption Agreement aimed to, among other things, redeem the entirety of the Navy Funds' rights, titles and interests to the Redeemed Securities.

4. In accordance with Instruction 4(b)(iv) of Form 4, the entire amount of the Issuer's derivative securities held by the Fund, Co-Investment Fund and Holdings is reported herein. Each of the Investment Manager, NCG, NCGP, Holdings, John Kaden, Chetan Gulati 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, Holdings, John Kaden, Chetan Gulati and Sean Stiefel are the beneficial owner of such securities for purposes of Section 16 or for any other purposes.

	/s/ John Kaden, Manager of Navy Capital Green Management, LLC	09/12/2024
	/s/ Sean Stiefel, Manager of Navy Capital Green Management, LLC	09/12/2024
	/s/ Chetan Gulati, Manager of Navy Capital Green Management, LLC	09/12/2024
	** 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.