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 S. DIXIE HIGHWAY, STE 115
3. Date of Earliest Transaction (Month/Day/Year)
05/31/2017
(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 05/31/2017   M   200,880 A $ 0.25 200,880 I (1) See Footnote
Common Stock 05/31/2017   M   1,670,108 A $ 0.25 1,870,988 I (1) See Footnote
Common Stock 05/31/2017   M   3,912,356 A $ 0.25 8,912,356 D  
Common Stock 05/31/2017   M   1,661,208 A $ 0.25 10,573,564 D  
Common Stock 05/31/2017   M   886,712 A $ 0.25 11,460,276 D  
Common Stock 05/31/2017   M   636,988 A $ 0.25 12,097,264 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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
Demand Convertible Promissory Note $ 0.25 05/31/2017   J(2)   $ 618,000   05/31/2017   (4) Common Stock 2,472,000 (11) $ 618,000 2,472,000 I (1) See Footnote
Convertible Promissory Note $ 0.25 (3) 05/31/2017   M     $ 50,220 01/10/2017   (5) Common Stock 200,800 $ 0.25 0 I (1) See Footnote
Convertible Promissory Note $ 0.25 (3) 05/31/2017   M     $ 417,527 01/10/2017   (5) Common Stock 1,670,108 $ 0.25 0 I (1) See Footnote
Convertible Promissory Note $ 0.25 (3) 05/31/2017   M     $ 978,089 01/12/2016   (6) Common Stock 3,912,356 $ 0.25 0 D  
Convertible Promissory Note $ 0.25 (3) 05/31/2017   M     $ 415,302 04/11/2016   (7) Common Stock 1,661,208 $ 0.25 0 D  
Convertible Promissory Note $ 0.25 (3) 05/31/2017   M     $ 221,678 07/20/2016   (8) Common Stock 886,712 $ 0.25 0 D  
Convertible Promissory Note $ 0.25 (3) 05/31/2017   M     $ 159,247 08/03/2016   (9) Common Stock 636,988 $ 0.25 0 I (12) See Footnote
Convertible Promissory Note $ 0.25 (13)             03/31/2017   (10) Common Stock 480,000 (11)   480,000 I (1) See Footnote

Reporting Owners

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

Signatures

 /s/ Frank Koretsky   06/02/2017
**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) Owned by Newcan Investment Partners LLC, an entity wholly owned by the Reporting Person.
(2) 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 $0.25 converted, the Reporting Person will receive one share of common stock. The balance of the terms of this Note have not yet been determined.
(3) Convertible Notes were amended to reduce the conversion price to $0.25 and delete the requirement to issue warrants upon conversion. Shares were issued upon conversion for all accrued interest.
(4) Not yet determined.
(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 January 2, 2020.
(6) 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.
(7) 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.
(8) 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.
(9) The Note is convertible, at the election of the Reporting Person, at any time prior to payment or prepayment in full and matures on August 1, 2018.
(10) 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, 2020.
(11) Excludes shares issuable at the election of the Reporting Person upon conversion of accrued interest (both past and future) into shares of common stock.
(12) Owned by CLS Co 2016, LLC, an entity of which the Reporting Person is a member. Since CLS Co 2016, LLC's acquisition of this convertible note, the Reporting Person has taken a controlling position in this entity. Shares issued upon conversion were issued in the name of the Reporting Person.
(13) Convertible Note was amended to delete the requirement to issue warrants upon conversion.

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