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 *
BINDER JEFFREY I
   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
__X__ Officer (give title below) _____ Other (specify below)
Chairman, President and CEO
(Last)
(First)
(Middle)
11767 S DIXIE HWY, 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   350,000 A $ 0.25 5,350,000 D  
Common Stock 05/31/2017   M   215,488 A $ 0.25 5,565,488 D  
Common Stock 05/31/2017   M   184,332 A $ 0.25 5,749,820 D  
Common Stock 05/31/2017   M   1,098,888 A $ 0.25 6,848,708 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
Demand Convertible Promissory Note $ 0.25 05/31/2017   J(1)   $ 149,550   05/31/2017   (4) Common Stock 598,200 $ 149,550 598,200 D  
Convertible Promissory Note $ 0.25 (2) 05/31/2017   M     $ 87,500 03/31/2017   (5) Common Stock 350,000 (9) $ 0.25 288,000 D  
Convertible Promissory Note $ 0.25 (3) 05/31/2017   M     $ 53,872 01/12/2016   (6) Common Stock 215,488 $ 0.25 0 D  
Convertible Promissory Note $ 0.25 (3) 05/31/2017   M     $ 46,083 04/08/2016   (7) Common Stock 184,332 $ 0.25 0 D  
Convertible Promissory Note $ 0.25 (3) 05/31/2017   M     $ 274,722 07/20/2016   (8) Common Stock 1,098,888 $ 0.25 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
BINDER JEFFREY I
11767 S DIXIE HWY
STE 115
MIAMI, FL 33156		   X   X   Chairman, President and CEO  

Signatures

 /s/ Jeffrey Binder   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) 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.
(2) Convertible Note was amended to delete the requirement to issue warrants upon conversion.
(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 April 1, 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) Excludes shares issuable at the election of the Reporting Person upon conversion of accrued interest (both past and future) into shares of common stock.

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