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 OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Koretsky Frank
   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 __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
11767 SOUTH DIXIE HIGHWAY, #115		 3. Date of Earliest Transaction (Month/Day/Year)
01/10/2017
(Street)

MIAMI, FL 33156		 4. If Amendment, Date Original Filed(Month/Day/Year)
 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 (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               5,000,000 D  

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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 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 $ 1.07 01/10/2017   J(1)   $ 50,000   01/10/2017   (2) Common Stock 93,458 (6) $ 50,000 93,458 I (7) See footnote
Convertible Promissory Note $ 1.07 01/10/2017   J(1)   $ 410,000   01/10/2017   (2) Common Stock 766,355 (6) $ 410,000 766,355 I (7) See footnote
Convertible Promissory Note $ 0.75             01/12/2016   (3) Common Stock 2,386,667 (6)   2,386,667 D  
Convertible Promissory Note $ 1.07             04/11/2016   (4) Common Stock 710,280 (6)   710,280 D  
Convertible Promissory Note $ 1.07             07/20/2016   (5) Common Stock 392,523 (6)   392,523 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Koretsky Frank
11767 SOUTH DIXIE HIGHWAY, #115
MIAMI, FL 33156		   X   X    

Signatures

 /s/ Frank Koretsky   01/12/2017
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) This Note bears interest at the rate of 10% per annum. At the election of the Reporting Person, all principal and accrued interest under the Note may be converted into the Issuer's common stock. For each $1.07 converted, the Reporting Person will receive one share of common stock and a five-year warrant to purchase one share of common stock at an exercise price of $1.07 per share.
(2) The Note is convertible, at the election of the Reporting Person, at any time prior to payment or prepayment in full and matures on January 2, 2020. Warrants issued in connection with such an election will expire five years from issuance.
(3) The Note is convertible, at the election of the Reporting Person, at any time prior to payment or prepayment in full and matures on January 1, 2019. Warrants issued in connection with such an election will expire five years from issuance.
(4) The Note is convertible, at the election of the Reporting Person, at any time prior to payment or prepayment in full and matures on April 1, 2019. Warrants issued in connection with such an election will expire five years from issuance.
(5) The Note is convertible, at the election of the Reporting Person, at any time prior to payment or prepayment in full and matures on July 1, 2019. Warrants issued in connection with such an election will expire five years from issuance.
(6) Includes shares underlying the warrants, but excludes shares and warrants (and shares underlying warrants) issuable at the election of the Reporting Person upon conversion of accrued interest (both past and future) into shares of common stock and warrants.
(7) Owned by Newcan Investment Partners LLC, an entity wholly owned by the Reporting Person.

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