CLSH CLS Holdings USA Inc (QB)

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 * GLASHOW ANDREW	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                    _____ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) President & COO
(Last)          (First)          (Middle) 1C BOWENS LANDING	3. Date of Earliest Transaction (MM/DD/YYYY) 7/27/2020
(Street) NEWPORT, RI 02840 (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	7/27/2020		J(1)		700000	D	(1)	0	I	See Footnote (1)
Common Stock								500000 (2)	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

Explanation of Responses:
(1)	The reported securities are held by Star Associates, LLC, a limited liability company previously owned by the Reporting Person. On July 27, 2020, the Reporting Person transferred 100% of his membership interest in Star Associates, LLC, for no consideration, to a non-affiliate of the Issuer.
(2)	Represents restricted shares of the Issuer's common stock, 250,000 shares of which vested on March 1, 2020 and 250,000 of which will vest on March 1, 2021, assuming that the Reporting Person remains employed by the Issuer on such date or has been removed by the Issuer prior to such vesting date without cause.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
GLASHOW ANDREW 1C BOWENS LANDING NEWPORT, RI 02840	X		President & COO

Signatures
/s/ Andrew Glashow		2/5/2021
**Signature of Reporting Person		Date