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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

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 (MM/DD/YYYY)

8/23/2017
(Street)

MIAMI, FL 33156
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ 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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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                  6848708   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 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   $0.25   8/23/2017     J   (1)    $115050       8/23/2017     (2) Common Stock   460200   (3) $115050   460200   D    
Convertible Promissory Note   $0.25   8/23/2017     J   (1)    $72767       8/23/2017     (2) Common Stock   291068   (3) $72767   291068   D    
Demand Convertible Promissory Note   $0.25   8/23/2017     J   (4)       $77550   (5)   5/31/2017     (6) Common Stock   310200   (3) $77550   0   D    
Convertible Promissory Note   $0.25   (7)                  3/31/2017     (8) Common Stock   350000   (3)   288000   D    

Explanation of Responses:
(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.
(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 August 22, 2020.
(3)  Excludes shares issuable at the election of the Reporting Person upon conversion of accrued interest (both past and future) into shares of common stock.
(4)  Exchange of this demand convertible promissory note for convertible promissory note in the amount of $115,050.
(5)  There was an error in the amount of the demand convertible promissory note dated May 31, 2017, which amount was inadvertently overstated by $72,000. This note, as corrected, is being exchanged for a convertible promissory note in the amount of $115,050.
(6)  This note has been finalized and replaced by a convertible promissory note in the amount of $115,050, which replacement note includes additional amounts loaned by the Reporting Person.
(7)  Convertible Note was amended to delete the requirement to issue warrants upon conversion.
(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 April 1, 2020.

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 I. Binder 8/25/2017
** 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 control number.
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