Navy Capital Green Management, LLC - Jan 4, 2022 Form 4 Insider Report for CLS Holdings USA, Inc. (CLSH)

Role
10%+ Owner
Signature
/s/ John Kaden, Manager of Navy Capital Green Management, LLC
Stock symbol
CLSH
Transactions as of
Jan 4, 2022
Transactions value $
$250,000
Form type
4
Date filed
1/7/2022, 01:16 PM
Next filing
Sep 30, 2022

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction CLSH Warrants Purchase $250K +606K +2.15% $0.41* 28.8M Jan 4, 2022 Common Stock 606K $0.41 See Remark(1) and Footnotes F1, F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 This amount reflects the amount of derivative securities held by the Fund and the Co-Investment Fund immediately following the transaction requiring the filing of this statement. The transaction was a private placement purchase in which the Fund purchased a $500,000 unsecured, non-convertible promissory note and warrants to purchase 606,060 shares of Common Stock, with an exercise price of $0.4125 per share of Common Stock. No additional consideration was paid for the warrants. In accordance with Instruction 5(b)(iv) of Form 3, the entire amount of the Issuer's derivative securities held by the Fund and Co-Investment Fund is reported herein.
F2 Footnote (1) continued: Each of the Investment Manager, NCG, NCGP, 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, John Kaden, Chetan Gulati 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, 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.