Navy Capital Green Fund, LP's Form 4 filing
CLS Holdings USA, Inc. (CLSH) · filed Sep 12, 2024
- Accession no.
- 0001019056-24-000283
- Filed
- Sep 12, 2024, 3:17 PM ET
- Trade date
- Sep 10, 2024
- Filing delay
- 2 days
- Rule 10b5-1 plan
- Not checked
This filing lists 1 non-derivative transaction and 4 derivative transactions. Open-market sales total $599.4K. It was filed 2 days after the trade.
Reporting owners
A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.
| Owner | Relationship to the company |
|---|---|
| Navy Capital Green Fund, LPCIK 0001688278 | 10% Owner |
| Navy Capital Green Co-Invest Fund, LLCCIK 0001760813 | 10% Owner |
| Navy Capital Green Management, LLCCIK 0001764863 | 10% Owner |
| Navy Capital Green Management Partners LLCCIK 0001764864 | 10% Owner |
| Kaden JohnCIK 0001764971 | 10% Owner |
| Stiefel SeanCIK 0001765017 | 10% Owner |
| Navy Capital Green Co-Invest Partners LLCCIK 0001766928 | 10% Owner |
| Gulati ChetanCIK 0001838456 | 10% Owner |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Sep 10, 2024 | Common Stock | SSaleDisposed | −15,488,901 | $0.0387 | −$599,420.47 | 0 | Indirect |
Derivative securities (Table II)
Options, warrants, restricted stock units and similar. Shares are the underlying shares; price and value are for the derivative itself, and the holding after is in derivative units.
| Trade date | Security | Transaction | Underlying shares | Unit price | Value | Held after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Sep 10, 2024 | Common Stock | JOtherAcquired | +40,404,757 | $2,000,000.00F2,F3 | – | 0 | Indirect | Price outlier |
| Sep 10, 2024 | Common Stock | JOtherAcquired | +8,035,728 | $2,000,000.00F2,F3 | – | 0 | Indirect | Price outlier |
| Sep 10, 2024 | Common Stock | JOtherAcquired | +2,065,419 | $2,000,000.00F2,F3 | – | 0 | Indirect | Price outlier |
| Sep 10, 2024 | Common Stock | JOtherAcquired | +6,177,216 | $2,000,000.00F2,F3 | – | 0 | Indirect | Price outlier |
Footnotes and remarks
Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.
- F2
On September 10, 2024 the Issuer entered into a Redemption Agreement (the "Redemption Agreement") with the Navy Funds to redeem (i) the Navy Funds' shares of the Issuer's common stock (the "Shares"); (ii) The Navy Funds' warrants to purchase the Issuer's common stock (the "Warrants"); (iii) The Fund's right, title and interest to (x) the Third Amended and Restated Debenture, dated December 29, 2023, between the Fund and the Issuer (the "Parties") (the "Third Amended and Restated Debenture"), and (y) the Second Amended and Restated Unsecured Debenture No. CLSH2023-AD6, dated December 31, 2023, between the Parties (the "Second Amended and Restated Unsecured Debenture" together with the Third Amended and Restated Debenture, the "Debentures");
Referenced by the price of 4 transactions in Table II.
- F3
Continuance) and (iv) the Co-Investment Fund's right title, and interest in the Third Amended and Restated Debenture, dated December 29, 2023, between the Issuer and the Co-Investment Fund (the "Co-Investment Debenture" together with the Shares, the Warrants and the Debentures, the "Redeemed Securities"). The repurchase price for all of the Warrants and the Debentures was collectively $2,000,000. The repurchase price for all of the Shares was $600,000. The Redemption Agreement aimed to, among other things, redeem the entirety of the Navy Funds' rights, titles and interests to the Redeemed Securities.
Referenced by the price of 4 transactions in Table II.