4//SEC Filing
Navy Capital Green Management Partners LLC 4
Accession 0001019056-24-000010
CIK 0001522222other
Filed
Jan 3, 7:00 PM ET
Accepted
Jan 4, 3:08 PM ET
Size
45.6 KB
Accession
0001019056-24-000010
Insider Transaction Report
Form 4
GULATI CHETAN
10% Owner
Transactions
- Other
Convertible Units
2023-12-29$0.07/sh→ 12,167,369 total(indirect: Navy Capital Green Fund, LP)Exercise: $0.07From: 2018-10-31Exp: 2028-01-31→ Common Stock (10,962,229 underlying) - Other
Warrant
2023-12-29$0.10/sh+1,205,140$120,514→ 12,167,369 total(indirect: Navy Capital Green Fund, LP)Exercise: $0.10From: 2023-12-29Exp: 2026-12-29→ Common Stock (3,603,570 underlying) - Other
Warrant
2023-12-29$0.10/sh+14,414,337$1,441,434→ 48,063,570 total(indirect: By LLC)Exercise: $0.10From: 2023-12-29Exp: 2026-12-29→ Common Stock (14,414,337 underlying) - Other
Convertible Units
2023-12-29$0.07/sh→ 48,063,570 total(indirect: By LLC)Exercise: $0.07From: 2018-10-31Exp: 2028-01-31→ Common Stock (43,243,011 underlying)
Stiefel Sean
10% Owner
Transactions
- Other
Warrant
2023-12-29$0.10/sh+1,205,140$120,514→ 12,167,369 total(indirect: Navy Capital Green Fund, LP)Exercise: $0.10From: 2023-12-29Exp: 2026-12-29→ Common Stock (3,603,570 underlying) - Other
Convertible Units
2023-12-29$0.07/sh→ 48,063,570 total(indirect: By LLC)Exercise: $0.07From: 2018-10-31Exp: 2028-01-31→ Common Stock (43,243,011 underlying) - Other
Convertible Units
2023-12-29$0.07/sh→ 12,167,369 total(indirect: Navy Capital Green Fund, LP)Exercise: $0.07From: 2018-10-31Exp: 2028-01-31→ Common Stock (10,962,229 underlying) - Other
Warrant
2023-12-29$0.10/sh+14,414,337$1,441,434→ 48,063,570 total(indirect: By LLC)Exercise: $0.10From: 2023-12-29Exp: 2026-12-29→ Common Stock (14,414,337 underlying)
Navy Capital Green Management Partners LLC
10% OwnerOther
Transactions
- Other
Warrant
2023-12-29$0.10/sh+1,205,140$120,514→ 12,167,369 total(indirect: Navy Capital Green Fund, LP)Exercise: $0.10From: 2023-12-29Exp: 2026-12-29→ Common Stock (3,603,570 underlying) - Other
Convertible Units
2023-12-29$0.07/sh→ 48,063,570 total(indirect: By LLC)Exercise: $0.07From: 2018-10-31Exp: 2028-01-31→ Common Stock (43,243,011 underlying) - Other
Convertible Units
2023-12-29$0.07/sh→ 12,167,369 total(indirect: Navy Capital Green Fund, LP)Exercise: $0.07From: 2018-10-31Exp: 2028-01-31→ Common Stock (10,962,229 underlying) - Other
Warrant
2023-12-29$0.10/sh+14,414,337$1,441,434→ 48,063,570 total(indirect: By LLC)Exercise: $0.10From: 2023-12-29Exp: 2026-12-29→ Common Stock (14,414,337 underlying)
Navy Capital Green Fund, LP
10% OwnerOther
Transactions
- Other
Convertible Units
2023-12-29$0.07/sh→ 12,167,369 total(indirect: Navy Capital Green Fund, LP)Exercise: $0.07From: 2018-10-31Exp: 2028-01-31→ Common Stock (10,962,229 underlying) - Other
Warrant
2023-12-29$0.10/sh+14,414,337$1,441,434→ 48,063,570 total(indirect: By LLC)Exercise: $0.10From: 2023-12-29Exp: 2026-12-29→ Common Stock (14,414,337 underlying) - Other
Warrant
2023-12-29$0.10/sh+1,205,140$120,514→ 12,167,369 total(indirect: Navy Capital Green Fund, LP)Exercise: $0.10From: 2023-12-29Exp: 2026-12-29→ Common Stock (3,603,570 underlying) - Other
Convertible Units
2023-12-29$0.07/sh→ 48,063,570 total(indirect: By LLC)Exercise: $0.07From: 2018-10-31Exp: 2028-01-31→ Common Stock (43,243,011 underlying)
Transactions
- Other
Convertible Units
2023-12-29$0.07/sh→ 12,167,369 total(indirect: Navy Capital Green Fund, LP)Exercise: $0.07From: 2018-10-31Exp: 2028-01-31→ Common Stock (10,962,229 underlying) - Other
Warrant
2023-12-29$0.10/sh+1,205,140$120,514→ 12,167,369 total(indirect: Navy Capital Green Fund, LP)Exercise: $0.10From: 2023-12-29Exp: 2026-12-29→ Common Stock (3,603,570 underlying) - Other
Warrant
2023-12-29$0.10/sh+14,414,337$1,441,434→ 48,063,570 total(indirect: By LLC)Exercise: $0.10From: 2023-12-29Exp: 2026-12-29→ Common Stock (14,414,337 underlying) - Other
Convertible Units
2023-12-29$0.07/sh→ 48,063,570 total(indirect: By LLC)Exercise: $0.07From: 2018-10-31Exp: 2028-01-31→ Common Stock (43,243,011 underlying)
Kaden John
10% Owner
Transactions
- Other
Convertible Units
2023-12-29$0.07/sh→ 12,167,369 total(indirect: Navy Capital Green Fund, LP)Exercise: $0.07From: 2018-10-31Exp: 2028-01-31→ Common Stock (10,962,229 underlying) - Other
Warrant
2023-12-29$0.10/sh+14,414,337$1,441,434→ 48,063,570 total(indirect: By LLC)Exercise: $0.10From: 2023-12-29Exp: 2026-12-29→ Common Stock (14,414,337 underlying) - Other
Warrant
2023-12-29$0.10/sh+1,205,140$120,514→ 12,167,369 total(indirect: Navy Capital Green Fund, LP)Exercise: $0.10From: 2023-12-29Exp: 2026-12-29→ Common Stock (3,603,570 underlying) - Other
Convertible Units
2023-12-29$0.07/sh→ 48,063,570 total(indirect: By LLC)Exercise: $0.07From: 2018-10-31Exp: 2028-01-31→ Common Stock (43,243,011 underlying)
Navy Capital Green Management LLC
10% Owner
Transactions
- Other
Warrant
2023-12-29$0.10/sh+14,414,337$1,441,434→ 48,063,570 total(indirect: By LLC)Exercise: $0.10From: 2023-12-29Exp: 2026-12-29→ Common Stock (14,414,337 underlying) - Other
Convertible Units
2023-12-29$0.07/sh→ 48,063,570 total(indirect: By LLC)Exercise: $0.07From: 2018-10-31Exp: 2028-01-31→ Common Stock (43,243,011 underlying) - Other
Convertible Units
2023-12-29$0.07/sh→ 12,167,369 total(indirect: Navy Capital Green Fund, LP)Exercise: $0.07From: 2018-10-31Exp: 2028-01-31→ Common Stock (10,962,229 underlying) - Other
Warrant
2023-12-29$0.10/sh+1,205,140$120,514→ 12,167,369 total(indirect: Navy Capital Green Fund, LP)Exercise: $0.10From: 2023-12-29Exp: 2026-12-29→ Common Stock (3,603,570 underlying)
Navy Capital Green Co-Invest Partners LLC
10% OwnerOther
Transactions
- Other
Convertible Units
2023-12-29$0.07/sh→ 12,167,369 total(indirect: Navy Capital Green Fund, LP)Exercise: $0.07From: 2018-10-31Exp: 2028-01-31→ Common Stock (10,962,229 underlying) - Other
Convertible Units
2023-12-29$0.07/sh→ 48,063,570 total(indirect: By LLC)Exercise: $0.07From: 2018-10-31Exp: 2028-01-31→ Common Stock (43,243,011 underlying) - Other
Warrant
2023-12-29$0.10/sh+14,414,337$1,441,434→ 48,063,570 total(indirect: By LLC)Exercise: $0.10From: 2023-12-29Exp: 2026-12-29→ Common Stock (14,414,337 underlying) - Other
Warrant
2023-12-29$0.10/sh+1,205,140$120,514→ 12,167,369 total(indirect: Navy Capital Green Fund, LP)Exercise: $0.10From: 2023-12-29Exp: 2026-12-29→ Common Stock (3,603,570 underlying)
Footnotes (5)
- [F1]This Form 4 is being filed by Navy Capital Green Management, LLC (the "Investment Manager") on behalf of itself and Navy Capital Green Management Partners, LLC ("NCG"), Navy Capital Green Fund, LP (the "Fund"), Navy Capital Green Co-Invest Fund, LLC (the "Co-Investment Fund"), Navy Capital Green Co-Invest Partners, LLC ("NCGP"), John Kaden, Chetan Gulati and Sean Stiefel. John Kaden, Chetan Gulati and Sean Stiefel are the managers of the Investment Manager, NCG, and NCGP. NCG is the general partner of the Fund and NCGP is the manager of the Co-Investment Fund.
- [F2]On December 29, 2023, the Issuer entered into an amendment to subscription agreement (each, a "Third Amendment") with each of the Fund and the Co-Investment Fund regarding a convertible debenture issued by the Issuer to the Fund on October 22, 2018 in the principal amount of $1,000,000 (the outstanding amount of which was $504,500.05 as of December 29, 2023 after factoring in accrued and unpaid interest as of December 31, 2023) and a convertible debenture issued by the Issuer to the Co-Investment Fund on October 22, 2018 in the principal amount of $4,000,000 (the outstanding amount of which was $2,018,007.24 as of December 29, 2023 after factoring in accrued and unpaid interest as of December 31, 2023) (each amended debenture, a "Third Amended and Restated Debenture").
- [F3]The Third Amendments and the Third Amended and Restated Debentures aimed to, among other things, (i) reduce the conversion price of each remaining debenture to $0.07 per unit; (ii) extend the maturity date of each debenture to January 31, 2028; (iii) provide for interest accruing as of December 31, 2023 to be added to the principal balance of each debenture; and (iv) amend the definition of "unit" to mean one share of the Issuer's common stock and one-half of one warrant (each, a "Warrant"), with each Warrant exercisable for three years to purchase a share at a price of $0.10.
- [F4]The foregoing descriptions of the Third Amendments, the Third Amended and Restated Debentures, and the Warrants are summary descriptions of the material terms thereof and are qualified in their entirety by reference to the full text of the Third Amendments, the Third Amended and Restated Debentures, and the Warrants, which are incorporated by reference hereto. In accordance with Instruction 4(b)(iv) of Form 4, the entire amount of the Issuer's derivative securities held by the Fund and Co-Investment Fund is reported herein.
- [F5](Footnote 4 continued): Each of the Investment Manager, NCG, NCGP, John Kaden, Chetan Gulati and Sean Stiefel disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of his/its indirect pecuniary interest therein, and this report shall not be deemed an admission that either the Investment Manager, NCG, NCGP, John Kaden, Chetan Gulati and Sean Stiefel are the beneficial owner of such securities for purposes of Section 16 or for any other purposes.
Documents
Issuer
CLS Holdings USA, Inc.
CIK 0001522222
Entity typeother
IncorporatedNY
Related Parties
1- filerCIK 0001764864
Filing Metadata
- Form type
- 4
- Filed
- Jan 3, 7:00 PM ET
- Accepted
- Jan 4, 3:08 PM ET
- Size
- 45.6 KB