Reported relationships
Latest disclosed role at each company.
No relationships currently tracked through insider filings.
Disclosed balances
About these balances
Latest available filing per company, not a reconstructed current portfolio. Matching sequences show the last reported balance with all source rows expandable; grouping alone does not establish account ownership. Do not add unresolved positions together. Filings may omit unchanged positions, and amendments may correct only part of an older disclosure. Jointly reported shares are not necessarily this owner's personal holdings.
No balances currently tracked through insider filings.
Past disclosures · reporting ended (2)
No longer tracked through insider filings. These historical balances do not imply present ownership or a zero position.
CLS Holdings USA, Inc.
Report date September 10, 2024 · Filed September 12, 2024
Jointly reported with Navy Capital Green Management, LLC, Navy Capital Green Management Partners LLC, Navy Capital Green Fund, LP, Navy Capital Green Co-Invest Fund, LLC, Navy Capital Green Co-Invest Partners LLC, Kaden John, GULATI CHETAN
Section 16 reporting ended · disclosed 2024-09-12. Current position is not established by this disclosure.
| Security / award | Ownership account | Disclosed shares / units | Disclosure context |
|---|---|---|---|
| Common StockSEC Table I · non-derivative | IndirectSee Footnotes | 0 |
Reported balance
After 2024-09-10 transaction · row 1
Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source rowRow 1 · 2024-09-10 · Sale · Disposed 15,488,901 · Balance 0 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"), Navy Capital Green Holdings II, LLC ("Holdings" and, together with the Fund and the Co-Investment Fund, "Navy Funds"), 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 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"); 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. F4: In accordance with Instruction 4(b)(iv) of Form 4, the entire amount of the Issuer's derivative securities held by the Fund, Co-Investment Fund and Holdings is reported herein. Each of the Investment Manager, NCG, NCGP, Holdings, 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, Holdings, John Kaden, Chetan Gulati and Sean Stiefel are the beneficial owner of such securities for purposes of Section 16 or for any other purposes. |
| Convertible NotesSEC Table II · derivative / convertible security · Conversion / exercise price $0.07 · Expires 2028-01-31 | IndirectSee Footnotes | 0 |
Reported balance
After 2024-09-10 transaction · row 2
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 2 · 2024-09-10 · Other · Acquired Not disclosed · Balance 0 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"); 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. 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"), Navy Capital Green Holdings II, LLC ("Holdings" and, together with the Fund and the Co-Investment Fund, "Navy Funds"), 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. F4: In accordance with Instruction 4(b)(iv) of Form 4, the entire amount of the Issuer's derivative securities held by the Fund, Co-Investment Fund and Holdings is reported herein. Each of the Investment Manager, NCG, NCGP, Holdings, 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, Holdings, John Kaden, Chetan Gulati and Sean Stiefel are the beneficial owner of such securities for purposes of Section 16 or for any other purposes. |
| Convertible NotesSEC Table II · derivative / convertible security · Conversion / exercise price $0.07 · Expires 2028-01-31 | IndirectSee Footnotes | 0 |
Reported balance
After 2024-09-10 transaction · row 3
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 3 · 2024-09-10 · Other · Acquired Not disclosed · Balance 0 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"); 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. 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"), Navy Capital Green Holdings II, LLC ("Holdings" and, together with the Fund and the Co-Investment Fund, "Navy Funds"), 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. F4: In accordance with Instruction 4(b)(iv) of Form 4, the entire amount of the Issuer's derivative securities held by the Fund, Co-Investment Fund and Holdings is reported herein. Each of the Investment Manager, NCG, NCGP, Holdings, 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, Holdings, John Kaden, Chetan Gulati and Sean Stiefel are the beneficial owner of such securities for purposes of Section 16 or for any other purposes. |
| ConvertibleNotesSEC Table II · derivative / convertible security · Conversion / exercise price $0.07 · Expires 2028-01-31 | IndirectSee Footnotes | 0 |
Reported balance
After 2024-09-10 transaction · row 4
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 4 · 2024-09-10 · Other · Acquired Not disclosed · Balance 0 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"); 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. 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"), Navy Capital Green Holdings II, LLC ("Holdings" and, together with the Fund and the Co-Investment Fund, "Navy Funds"), 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. F4: In accordance with Instruction 4(b)(iv) of Form 4, the entire amount of the Issuer's derivative securities held by the Fund, Co-Investment Fund and Holdings is reported herein. Each of the Investment Manager, NCG, NCGP, Holdings, 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, Holdings, John Kaden, Chetan Gulati and Sean Stiefel are the beneficial owner of such securities for purposes of Section 16 or for any other purposes. |
| WarrantSEC Table II · derivative / convertible security · Conversion / exercise price $0.10 · Expires 2026-12-29 | IndirectSee Footnotes | 0 |
Reported balance
After 2024-09-10 transaction · row 5
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 5 · 2024-09-10 · Other · Acquired Not disclosed · Balance 0 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"); 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. 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"), Navy Capital Green Holdings II, LLC ("Holdings" and, together with the Fund and the Co-Investment Fund, "Navy Funds"), 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. F4: In accordance with Instruction 4(b)(iv) of Form 4, the entire amount of the Issuer's derivative securities held by the Fund, Co-Investment Fund and Holdings is reported herein. Each of the Investment Manager, NCG, NCGP, Holdings, 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, Holdings, John Kaden, Chetan Gulati and Sean Stiefel are the beneficial owner of such securities for purposes of Section 16 or for any other purposes. |
Filing footnotes · ownership attribution and instrument terms
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"), Navy Capital Green Holdings II, LLC ("Holdings" and, together with the Fund and the Co-Investment Fund, "Navy Funds"), 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 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");
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.
F4: In accordance with Instruction 4(b)(iv) of Form 4, the entire amount of the Issuer's derivative securities held by the Fund, Co-Investment Fund and Holdings is reported herein. Each of the Investment Manager, NCG, NCGP, Holdings, 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, Holdings, John Kaden, Chetan Gulati and Sean Stiefel are the beneficial owner of such securities for purposes of Section 16 or for any other purposes.
GrowGeneration Corp.
Report date June 27, 2022 · Filed August 15, 2022
Section 16 reporting ended · disclosed 2022-08-15. Current position is not established by this disclosure.
| Security / award | Ownership account | Disclosed shares / units | Disclosure context |
|---|---|---|---|
| Common StockSEC Table I · non-derivative | Direct | 38,752 |
Reported balance
Holding disclosure · report date 2022-06-27 · row 1
Holding and transaction disclosures are not merged.
1 source rowRow 1 · Balance 38,752 F2: Sean Stiefel previously filed Form 4 and Form 3 as a result of certain transactions in which Sean Stiefel and/or the Fund purchased, acquired or sold certain non-derivative securities and/or derivative securities of the Issuer. The amount of 38,752 in Table I reflects the aggregate amount of common stock held by Sean Stiefel. The amount of 498,811 in Table I reflects the aggregate amount of common stock held by the Fund. |
| Common StockSEC Table I · non-derivative | IndirectSee Footnotes | 498,811 |
Reported balance
Holding disclosure · report date 2022-06-27 · row 2
Holding and transaction disclosures are not merged.
1 source rowRow 2 · Balance 498,811 F1: Sean Stiefel is a manager and Chief Executive Officer of Navy Capital Green Management, LLC ("NCG") and a manager of Navy Capital Green Management Partners, LLC ("NCGMP"). NCGMP is the general partner of Navy Capital Green Fund, LP (the "Fund"). NCG is the investment manager of the Fund. F2: Sean Stiefel previously filed Form 4 and Form 3 as a result of certain transactions in which Sean Stiefel and/or the Fund purchased, acquired or sold certain non-derivative securities and/or derivative securities of the Issuer. The amount of 38,752 in Table I reflects the aggregate amount of common stock held by Sean Stiefel. The amount of 498,811 in Table I reflects the aggregate amount of common stock held by the Fund. |
Filing footnotes · ownership attribution and instrument terms
F1: Sean Stiefel is a manager and Chief Executive Officer of Navy Capital Green Management, LLC ("NCG") and a manager of Navy Capital Green Management Partners, LLC ("NCGMP"). NCGMP is the general partner of Navy Capital Green Fund, LP (the "Fund"). NCG is the investment manager of the Fund.
F2: Sean Stiefel previously filed Form 4 and Form 3 as a result of certain transactions in which Sean Stiefel and/or the Fund purchased, acquired or sold certain non-derivative securities and/or derivative securities of the Issuer. The amount of 38,752 in Table I reflects the aggregate amount of common stock held by Sean Stiefel. The amount of 498,811 in Table I reflects the aggregate amount of common stock held by the Fund.
Transaction history
JSON APIPurchases/sales include open-market and private transactions. Plan disclosure applies to the filing; individual rows may differ. “Not disclosed” is not “unplanned.”
The cutoff filters transaction history only. Company summaries and owner relationships show the latest available disclosures. Parser corrections can improve historical records.
| Transaction date | Company | Activity / security | Shares / units | Reported price | Reported value | Details |
|---|---|---|---|---|---|---|
| September 10, 2024 Filed Sep 12, 2024 15:17 UTC | CLS Holdings USA, Inc. CLSH · Entity 84530 | OtherWarrant · Derivative | Not disclosed | $2,000,000.00 Strike: $0.10 | $6,177,216.00 |
DisclosureSEC source: 0001019056-24-000283 · ownership.xml · derivative · entry 5 Navy Capital Green Management, LLC · CIK 0001764863 · 10% owner Navy Capital Green Management Partners LLC · CIK 0001764864 · 10% owner Navy Capital Green Fund, LP · CIK 0001688278 · 10% owner Navy Capital Green Co-Invest Fund, LLC · CIK 0001760813 · 10% owner Navy Capital Green Co-Invest Partners LLC · CIK 0001766928 · 10% owner Kaden John · CIK 0001764971 · 10% owner Stiefel Sean · CIK 0001765017 · 10% owner GULATI CHETAN · CIK 0001838456 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · See Footnotes Disclosed balance after: 0 Underlying: Common Stock · 6,177,216 shares Expires 2026-12-29 F2 · reported_value: 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"); F3 · reported_value: 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. F2 · price: 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"); F3 · price: 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. F1 · ownership.nature: 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"), Navy Capital Green Holdings II, LLC ("Holdings" and, together with the Fund and the Co-Investment Fund, "Navy Funds"), 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 · ownership.nature: 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"); F3 · ownership.nature: 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. F4 · ownership.nature: In accordance with Instruction 4(b)(iv) of Form 4, the entire amount of the Issuer's derivative securities held by the Fund, Co-Investment Fund and Holdings is reported herein. Each of the Investment Manager, NCG, NCGP, Holdings, 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, Holdings, John Kaden, Chetan Gulati and Sean Stiefel are the beneficial owner of such securities for purposes of Section 16 or for any other purposes. Read SEC document |
| September 10, 2024 Filed Sep 12, 2024 15:17 UTC | CLS Holdings USA, Inc. CLSH · Entity 84530 | OtherConvertibleNotes · Derivative | Not disclosed | $2,000,000.00 Strike: $0.07 | $96,386.27 |
DisclosureSEC source: 0001019056-24-000283 · ownership.xml · derivative · entry 4 Navy Capital Green Management, LLC · CIK 0001764863 · 10% owner Navy Capital Green Management Partners LLC · CIK 0001764864 · 10% owner Navy Capital Green Fund, LP · CIK 0001688278 · 10% owner Navy Capital Green Co-Invest Fund, LLC · CIK 0001760813 · 10% owner Navy Capital Green Co-Invest Partners LLC · CIK 0001766928 · 10% owner Kaden John · CIK 0001764971 · 10% owner Stiefel Sean · CIK 0001765017 · 10% owner GULATI CHETAN · CIK 0001838456 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · See Footnotes Disclosed balance after: 0 Underlying: Common Stock · 2,065,419 shares Expires 2028-01-31 F2 · price: 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"); F3 · price: 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. F1 · ownership.nature: 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"), Navy Capital Green Holdings II, LLC ("Holdings" and, together with the Fund and the Co-Investment Fund, "Navy Funds"), 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 · ownership.nature: 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"); F3 · ownership.nature: 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. F4 · ownership.nature: In accordance with Instruction 4(b)(iv) of Form 4, the entire amount of the Issuer's derivative securities held by the Fund, Co-Investment Fund and Holdings is reported herein. Each of the Investment Manager, NCG, NCGP, Holdings, 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, Holdings, John Kaden, Chetan Gulati and Sean Stiefel are the beneficial owner of such securities for purposes of Section 16 or for any other purposes. Read SEC document |
| September 10, 2024 Filed Sep 12, 2024 15:17 UTC | CLS Holdings USA, Inc. CLSH · Entity 84530 | OtherConvertible Notes · Derivative | Not disclosed | $2,000,000.00 Strike: $0.07 | $375,000.70 |
DisclosureSEC source: 0001019056-24-000283 · ownership.xml · derivative · entry 3 Navy Capital Green Management, LLC · CIK 0001764863 · 10% owner Navy Capital Green Management Partners LLC · CIK 0001764864 · 10% owner Navy Capital Green Fund, LP · CIK 0001688278 · 10% owner Navy Capital Green Co-Invest Fund, LLC · CIK 0001760813 · 10% owner Navy Capital Green Co-Invest Partners LLC · CIK 0001766928 · 10% owner Kaden John · CIK 0001764971 · 10% owner Stiefel Sean · CIK 0001765017 · 10% owner GULATI CHETAN · CIK 0001838456 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · See Footnotes Disclosed balance after: 0 Underlying: Common Stock · 8,035,728 shares Expires 2028-01-31 F2 · price: 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"); F3 · price: 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. F1 · ownership.nature: 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"), Navy Capital Green Holdings II, LLC ("Holdings" and, together with the Fund and the Co-Investment Fund, "Navy Funds"), 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 · ownership.nature: 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"); F3 · ownership.nature: 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. F4 · ownership.nature: In accordance with Instruction 4(b)(iv) of Form 4, the entire amount of the Issuer's derivative securities held by the Fund, Co-Investment Fund and Holdings is reported herein. Each of the Investment Manager, NCG, NCGP, Holdings, 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, Holdings, John Kaden, Chetan Gulati and Sean Stiefel are the beneficial owner of such securities for purposes of Section 16 or for any other purposes. Read SEC document |
| September 10, 2024 Filed Sep 12, 2024 15:17 UTC | CLS Holdings USA, Inc. CLSH · Entity 84530 | OtherConvertible Notes · Derivative | Not disclosed | $2,000,000.00 Strike: $0.07 | $1,885,555.37 |
DisclosureSEC source: 0001019056-24-000283 · ownership.xml · derivative · entry 2 Navy Capital Green Management, LLC · CIK 0001764863 · 10% owner Navy Capital Green Management Partners LLC · CIK 0001764864 · 10% owner Navy Capital Green Fund, LP · CIK 0001688278 · 10% owner Navy Capital Green Co-Invest Fund, LLC · CIK 0001760813 · 10% owner Navy Capital Green Co-Invest Partners LLC · CIK 0001766928 · 10% owner Kaden John · CIK 0001764971 · 10% owner Stiefel Sean · CIK 0001765017 · 10% owner GULATI CHETAN · CIK 0001838456 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · See Footnotes Disclosed balance after: 0 Underlying: Common Stock · 40,404,757 shares Expires 2028-01-31 F2 · price: 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"); F3 · price: 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. F1 · ownership.nature: 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"), Navy Capital Green Holdings II, LLC ("Holdings" and, together with the Fund and the Co-Investment Fund, "Navy Funds"), 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 · ownership.nature: 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"); F3 · ownership.nature: 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. F4 · ownership.nature: In accordance with Instruction 4(b)(iv) of Form 4, the entire amount of the Issuer's derivative securities held by the Fund, Co-Investment Fund and Holdings is reported herein. Each of the Investment Manager, NCG, NCGP, Holdings, 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, Holdings, John Kaden, Chetan Gulati and Sean Stiefel are the beneficial owner of such securities for purposes of Section 16 or for any other purposes. Read SEC document |
| September 10, 2024 Filed Sep 12, 2024 15:17 UTC | CLS Holdings USA, Inc. CLSH · Entity 84530 | SaleCommon Stock | 15,488,901 | $0.04 | $599,420.47 |
DisclosureSEC source: 0001019056-24-000283 · ownership.xml · nonDerivative · entry 1 Navy Capital Green Management, LLC · CIK 0001764863 · 10% owner Navy Capital Green Management Partners LLC · CIK 0001764864 · 10% owner Navy Capital Green Fund, LP · CIK 0001688278 · 10% owner Navy Capital Green Co-Invest Fund, LLC · CIK 0001760813 · 10% owner Navy Capital Green Co-Invest Partners LLC · CIK 0001766928 · 10% owner Kaden John · CIK 0001764971 · 10% owner Stiefel Sean · CIK 0001765017 · 10% owner GULATI CHETAN · CIK 0001838456 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · See Footnotes Disclosed balance after: 0 F1 · ownership.nature: 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"), Navy Capital Green Holdings II, LLC ("Holdings" and, together with the Fund and the Co-Investment Fund, "Navy Funds"), 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 · ownership.nature: 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"); F3 · ownership.nature: 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. F4 · ownership.nature: In accordance with Instruction 4(b)(iv) of Form 4, the entire amount of the Issuer's derivative securities held by the Fund, Co-Investment Fund and Holdings is reported herein. Each of the Investment Manager, NCG, NCGP, Holdings, 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, Holdings, John Kaden, Chetan Gulati and Sean Stiefel are the beneficial owner of such securities for purposes of Section 16 or for any other purposes. Read SEC document |
| December 29, 2023 Filed Jan 4, 2024 15:08 UTC | CLS Holdings USA, Inc. CLSH · Entity 84530 | OtherWarrant · Derivative | 1,205,140 | $0.10 Strike: $0.10 | $120,514.00 |
DisclosureSEC source: 0001019056-24-000010 · ownership.xml · derivative · entry 4 Navy Capital Green Management, LLC · CIK 0001764863 · 10% owner Navy Capital Green Management Partners LLC · CIK 0001764864 · 10% owner Navy Capital Green Fund, LP · CIK 0001688278 · 10% owner Navy Capital Green Co-Invest Fund, LLC · CIK 0001760813 · 10% owner Navy Capital Green Co-Invest Partners LLC · CIK 0001766928 · 10% owner Kaden John · CIK 0001764971 · 10% owner Stiefel Sean · CIK 0001765017 · 10% owner GULATI CHETAN · CIK 0001838456 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · Navy Capital Green Fund, LP Disclosed balance after: 12,167,369 Underlying: Common Stock · 3,603,570 shares Expires 2026-12-29 F2 · shares: 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 · shares: 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. F1 · ownership.nature: 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 · ownership.nature: 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 · ownership.nature: 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 · ownership.nature: 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 · ownership.nature: (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. Read SEC document |
| December 29, 2023 Filed Jan 4, 2024 15:08 UTC | CLS Holdings USA, Inc. CLSH · Entity 84530 | OtherWarrant · Derivative | 14,414,337 | $0.10 Strike: $0.10 | $1,441,433.70 |
DisclosureSEC source: 0001019056-24-000010 · ownership.xml · derivative · entry 3 Navy Capital Green Management, LLC · CIK 0001764863 · 10% owner Navy Capital Green Management Partners LLC · CIK 0001764864 · 10% owner Navy Capital Green Fund, LP · CIK 0001688278 · 10% owner Navy Capital Green Co-Invest Fund, LLC · CIK 0001760813 · 10% owner Navy Capital Green Co-Invest Partners LLC · CIK 0001766928 · 10% owner Kaden John · CIK 0001764971 · 10% owner Stiefel Sean · CIK 0001765017 · 10% owner GULATI CHETAN · CIK 0001838456 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · Navy Capital Green Co-Invest Fund, LLC Disclosed balance after: 48,063,570 Underlying: Common Stock · 14,414,337 shares Expires 2026-12-29 F2 · shares: 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 · shares: 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. F1 · ownership.nature: 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 · ownership.nature: 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 · ownership.nature: 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 · ownership.nature: 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 · ownership.nature: (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. Read SEC document |
| December 29, 2023 Filed Jan 4, 2024 15:08 UTC | CLS Holdings USA, Inc. CLSH · Entity 84530 | OtherConvertible Units · Derivative | Not disclosed | $0.07 Strike: $0.07 | $504,500.05 |
DisclosureSEC source: 0001019056-24-000010 · ownership.xml · derivative · entry 2 Navy Capital Green Management, LLC · CIK 0001764863 · 10% owner Navy Capital Green Management Partners LLC · CIK 0001764864 · 10% owner Navy Capital Green Fund, LP · CIK 0001688278 · 10% owner Navy Capital Green Co-Invest Fund, LLC · CIK 0001760813 · 10% owner Navy Capital Green Co-Invest Partners LLC · CIK 0001766928 · 10% owner Kaden John · CIK 0001764971 · 10% owner Stiefel Sean · CIK 0001765017 · 10% owner GULATI CHETAN · CIK 0001838456 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · Navy Capital Green Fund, LP Disclosed balance after: 12,167,369 Underlying: Common Stock · 10,962,229 shares Expires 2028-01-31 F2 · reported_value: 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"). F1 · ownership.nature: 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 · ownership.nature: 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 · ownership.nature: 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 · ownership.nature: 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 · ownership.nature: (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. Read SEC document |
| December 29, 2023 Filed Jan 4, 2024 15:08 UTC | CLS Holdings USA, Inc. CLSH · Entity 84530 | OtherConvertible Units · Derivative | Not disclosed | $0.07 Strike: $0.07 | $2,018,007.24 |
DisclosureSEC source: 0001019056-24-000010 · ownership.xml · derivative · entry 1 Navy Capital Green Management, LLC · CIK 0001764863 · 10% owner Navy Capital Green Management Partners LLC · CIK 0001764864 · 10% owner Navy Capital Green Fund, LP · CIK 0001688278 · 10% owner Navy Capital Green Co-Invest Fund, LLC · CIK 0001760813 · 10% owner Navy Capital Green Co-Invest Partners LLC · CIK 0001766928 · 10% owner Kaden John · CIK 0001764971 · 10% owner Stiefel Sean · CIK 0001765017 · 10% owner GULATI CHETAN · CIK 0001838456 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · Navy Capital Green Co-Invest Fund, LLC Disclosed balance after: 48,063,570 Underlying: Common Stock · 43,243,011 shares Expires 2028-01-31 F2 · reported_value: 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"). F1 · ownership.nature: 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 · ownership.nature: 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 · ownership.nature: 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 · ownership.nature: 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 · ownership.nature: (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. Read SEC document |
| September 15, 2022 Filed Sep 30, 2022 15:09 UTC | CLS Holdings USA, Inc. CLSH · Entity 84530 | OtherWarrant · Derivative | 1,205,140 | $0.10 Strike: $0.10 | $120,514.00 |
DisclosureSEC source: 0001019056-22-000603 · ownership.xml · derivative · entry 6 Navy Capital Green Management LLC · CIK 0001764863 · 10% owner Navy Capital Green Management Partners LLC · CIK 0001764864 · 10% owner Navy Capital Green Fund, LP · CIK 0001688278 · 10% owner Navy Capital Green Co-Invest Fund, LLC · CIK 0001760813 · 10% owner Navy Capital Green Co-Invest Partners LLC · CIK 0001766928 · 10% owner Kaden John · CIK 0001764971 · 10% owner Stiefel Sean · CIK 0001765017 · 10% owner GULATI CHETAN · CIK 0001838456 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Navy Capital Green Fund, LP Disclosed balance after: 3,500,373 Underlying: Common Stock · 1,205,140 shares Expires 2025-09-15 F7 · shares: Resulting from the September 15, 2022 conversion and the September 21, 2022 Reverse Stock Split, 1,205,140 warrants were additionally issued to the Fund. No additional consideration was paid for the warrants. F1 · ownership.nature: 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. F7 · ownership.nature: Resulting from the September 15, 2022 conversion and the September 21, 2022 Reverse Stock Split, 1,205,140 warrants were additionally issued to the Fund. No additional consideration was paid for the warrants. F8 · ownership.nature: The foregoing descriptions of the Second Amendments, the Second 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 Second Amendments, the Second 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. F9 · ownership.nature: Footnote (8) 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. Read SEC document |
| September 15, 2022 Filed Sep 30, 2022 15:09 UTC | CLS Holdings USA, Inc. CLSH · Entity 84530 | OtherWarrant · Derivative | 4,820,559 | $0.10 Strike: $0.10 | $482,055.90 |
DisclosureSEC source: 0001019056-22-000603 · ownership.xml · derivative · entry 5 Navy Capital Green Management LLC · CIK 0001764863 · 10% owner Navy Capital Green Management Partners LLC · CIK 0001764864 · 10% owner Navy Capital Green Fund, LP · CIK 0001688278 · 10% owner Navy Capital Green Co-Invest Fund, LLC · CIK 0001760813 · 10% owner Navy Capital Green Co-Invest Partners LLC · CIK 0001766928 · 10% owner Kaden John · CIK 0001764971 · 10% owner Stiefel Sean · CIK 0001765017 · 10% owner GULATI CHETAN · CIK 0001838456 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Navy Capital Green Co-Invest Fund, LLC Disclosed balance after: 11,577,244 Underlying: Common Stock · 4,820,559 shares Expires 2025-09-15 F6 · shares: Resulting from the September 15, 2022 conversion and the September 21, 2022 Reverse Stock Split, 4,820,559 warrants were additionally issued to the Co-Investment Fund. No additional consideration was paid for the warrants. F1 · ownership.nature: 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. F6 · ownership.nature: Resulting from the September 15, 2022 conversion and the September 21, 2022 Reverse Stock Split, 4,820,559 warrants were additionally issued to the Co-Investment Fund. No additional consideration was paid for the warrants. F8 · ownership.nature: The foregoing descriptions of the Second Amendments, the Second 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 Second Amendments, the Second 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. F9 · ownership.nature: Footnote (8) 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. Read SEC document |
| September 15, 2022 Filed Sep 30, 2022 15:09 UTC | CLS Holdings USA, Inc. CLSH · Entity 84530 | ConversionConvertible Units · Derivative | 2,252,228 | $0.07 Strike: $0.07 | $159,908.19 |
DisclosureSEC source: 0001019056-22-000603 · ownership.xml · derivative · entry 4 Navy Capital Green Management LLC · CIK 0001764863 · 10% owner Navy Capital Green Management Partners LLC · CIK 0001764864 · 10% owner Navy Capital Green Fund, LP · CIK 0001688278 · 10% owner Navy Capital Green Co-Invest Fund, LLC · CIK 0001760813 · 10% owner Navy Capital Green Co-Invest Partners LLC · CIK 0001766928 · 10% owner Kaden John · CIK 0001764971 · 10% owner Stiefel Sean · CIK 0001765017 · 10% owner GULATI CHETAN · CIK 0001838456 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Navy Capital Green Fund, LP Disclosed balance after: 2,295,233 Underlying: Common Stock · 2,410,281 shares Expires 2022-10-31 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F4 · shares: In connection with the Second Amendments, the Issuer elected to convert (i) $686,930 (corresponding to 2,252,228 units which include 2,252,228 shares of common stock and 1,126,114 warrants under the original debenture) due under the debenture issued to the Fund, which includes $675,668 in the principal amount of the debenture and accrued interest, into 9,641,123 units (on a pre-Reverse Stock Split basis, as explained below) of the Issuer; and (ii) $2,747,719 (corresponding to 9,008,914 units which include 9,008,914 shares of common stock and 4,504,457 warrants under the original debenture) due under the debenture issued to the Co-Investment Fund, which includes $2,702,674 in the principal amount of the debenture and accrued interest, into 38,564,478 units (on a pre-Reverse Stock Split basis, as explained below) of the Issuer. F1 · ownership.nature: 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 · ownership.nature: On September 15, 2022, the Issuer entered into an amendment to subscription agreement (each, a "Second 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 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. F3 · ownership.nature: The Second Amendments aimed to, among other things, (i) reduce the conversion price of each debenture from $0.30 per unit to $0.10 per unit; (ii) extend the maturity date of each debenture; (iii) include a mandatory conversion provision to permit the Issuer, in its sole discretion, to convert 60% of the amount due under each debenture and accrued interest thereon, into units of the Issuer at a conversion price of $0.07125 (the "Mandatory Conversion Price"); (iv) reduce the exercise price of each warrant (that is part of a unit received upon conversion) to $0.10 per share of common stock; and (v) execute Second Amended and Restated Debentures (the "Second Amended and Restated Debentures"). Each unit comprises one share of the Issuer's common stock and a warrant to purchase half a share of common stock. F4 · ownership.nature: In connection with the Second Amendments, the Issuer elected to convert (i) $686,930 (corresponding to 2,252,228 units which include 2,252,228 shares of common stock and 1,126,114 warrants under the original debenture) due under the debenture issued to the Fund, which includes $675,668 in the principal amount of the debenture and accrued interest, into 9,641,123 units (on a pre-Reverse Stock Split basis, as explained below) of the Issuer; and (ii) $2,747,719 (corresponding to 9,008,914 units which include 9,008,914 shares of common stock and 4,504,457 warrants under the original debenture) due under the debenture issued to the Co-Investment Fund, which includes $2,702,674 in the principal amount of the debenture and accrued interest, into 38,564,478 units (on a pre-Reverse Stock Split basis, as explained below) of the Issuer. F5 · ownership.nature: Effective September 21, 2022 (the "Effective Date"), the Issuer effected a reverse stock split of the Issuer's issued and outstanding common stock, at a ratio of 1-for-4 (the "Reverse Stock Split"), wherein 1 share of common stock was issued to the Issuer's stockholders who own common stock on the Effective Date, in exchange for every 4 shares of common stock owned by them on the Effective Date. As a result of the Reverse Stock Split, (i) the 7,500,000 shares and 6,250,000 shares of common stock originally owned by the Fund and the Co-Investment Fund respectively before the Reverse Stock Split and the September 15, 2022 conversion were reduced to 1,875,000 shares and 1,562,500 shares of common stock, respectively; and (ii) the 9,641,123 shares and 38,564,478 shares of common stock issued to the Fund and the Co-Investment Fund respectively upon the September 15, 2022 conversion were reduced to 2,410,281 and 9,641,120 shares of common stock, respectively. F8 · ownership.nature: The foregoing descriptions of the Second Amendments, the Second 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 Second Amendments, the Second 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. F9 · ownership.nature: Footnote (8) 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. Read SEC document |
| September 15, 2022 Filed Sep 30, 2022 15:09 UTC | CLS Holdings USA, Inc. CLSH · Entity 84530 | ConversionConvertible Units · Derivative | 9,008,914 | $0.07 Strike: $0.07 | $639,632.89 |
DisclosureSEC source: 0001019056-22-000603 · ownership.xml · derivative · entry 3 Navy Capital Green Management LLC · CIK 0001764863 · 10% owner Navy Capital Green Management Partners LLC · CIK 0001764864 · 10% owner Navy Capital Green Fund, LP · CIK 0001688278 · 10% owner Navy Capital Green Co-Invest Fund, LLC · CIK 0001760813 · 10% owner Navy Capital Green Co-Invest Partners LLC · CIK 0001766928 · 10% owner Kaden John · CIK 0001764971 · 10% owner Stiefel Sean · CIK 0001765017 · 10% owner GULATI CHETAN · CIK 0001838456 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Navy Capital Green Co-Invest Fund, LLC Disclosed balance after: 6,756,685 Underlying: Common Stock · 9,641,120 shares Expires 2022-10-31 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F4 · shares: In connection with the Second Amendments, the Issuer elected to convert (i) $686,930 (corresponding to 2,252,228 units which include 2,252,228 shares of common stock and 1,126,114 warrants under the original debenture) due under the debenture issued to the Fund, which includes $675,668 in the principal amount of the debenture and accrued interest, into 9,641,123 units (on a pre-Reverse Stock Split basis, as explained below) of the Issuer; and (ii) $2,747,719 (corresponding to 9,008,914 units which include 9,008,914 shares of common stock and 4,504,457 warrants under the original debenture) due under the debenture issued to the Co-Investment Fund, which includes $2,702,674 in the principal amount of the debenture and accrued interest, into 38,564,478 units (on a pre-Reverse Stock Split basis, as explained below) of the Issuer. F1 · ownership.nature: 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 · ownership.nature: On September 15, 2022, the Issuer entered into an amendment to subscription agreement (each, a "Second 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 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. F3 · ownership.nature: The Second Amendments aimed to, among other things, (i) reduce the conversion price of each debenture from $0.30 per unit to $0.10 per unit; (ii) extend the maturity date of each debenture; (iii) include a mandatory conversion provision to permit the Issuer, in its sole discretion, to convert 60% of the amount due under each debenture and accrued interest thereon, into units of the Issuer at a conversion price of $0.07125 (the "Mandatory Conversion Price"); (iv) reduce the exercise price of each warrant (that is part of a unit received upon conversion) to $0.10 per share of common stock; and (v) execute Second Amended and Restated Debentures (the "Second Amended and Restated Debentures"). Each unit comprises one share of the Issuer's common stock and a warrant to purchase half a share of common stock. F4 · ownership.nature: In connection with the Second Amendments, the Issuer elected to convert (i) $686,930 (corresponding to 2,252,228 units which include 2,252,228 shares of common stock and 1,126,114 warrants under the original debenture) due under the debenture issued to the Fund, which includes $675,668 in the principal amount of the debenture and accrued interest, into 9,641,123 units (on a pre-Reverse Stock Split basis, as explained below) of the Issuer; and (ii) $2,747,719 (corresponding to 9,008,914 units which include 9,008,914 shares of common stock and 4,504,457 warrants under the original debenture) due under the debenture issued to the Co-Investment Fund, which includes $2,702,674 in the principal amount of the debenture and accrued interest, into 38,564,478 units (on a pre-Reverse Stock Split basis, as explained below) of the Issuer. F5 · ownership.nature: Effective September 21, 2022 (the "Effective Date"), the Issuer effected a reverse stock split of the Issuer's issued and outstanding common stock, at a ratio of 1-for-4 (the "Reverse Stock Split"), wherein 1 share of common stock was issued to the Issuer's stockholders who own common stock on the Effective Date, in exchange for every 4 shares of common stock owned by them on the Effective Date. As a result of the Reverse Stock Split, (i) the 7,500,000 shares and 6,250,000 shares of common stock originally owned by the Fund and the Co-Investment Fund respectively before the Reverse Stock Split and the September 15, 2022 conversion were reduced to 1,875,000 shares and 1,562,500 shares of common stock, respectively; and (ii) the 9,641,123 shares and 38,564,478 shares of common stock issued to the Fund and the Co-Investment Fund respectively upon the September 15, 2022 conversion were reduced to 2,410,281 and 9,641,120 shares of common stock, respectively. F8 · ownership.nature: The foregoing descriptions of the Second Amendments, the Second 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 Second Amendments, the Second 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. F9 · ownership.nature: Footnote (8) 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. Read SEC document |
| September 15, 2022 Filed Sep 30, 2022 15:09 UTC | CLS Holdings USA, Inc. CLSH · Entity 84530 | ConversionCommon Stock | 2,410,281 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001019056-22-000603 · ownership.xml · nonDerivative · entry 2 Navy Capital Green Management LLC · CIK 0001764863 · 10% owner Navy Capital Green Management Partners LLC · CIK 0001764864 · 10% owner Navy Capital Green Fund, LP · CIK 0001688278 · 10% owner Navy Capital Green Co-Invest Fund, LLC · CIK 0001760813 · 10% owner Navy Capital Green Co-Invest Partners LLC · CIK 0001766928 · 10% owner Kaden John · CIK 0001764971 · 10% owner Stiefel Sean · CIK 0001765017 · 10% owner GULATI CHETAN · CIK 0001838456 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Navy Capital Green Fund, LP Disclosed balance after: 4,285,281 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F5 · shares: Effective September 21, 2022 (the "Effective Date"), the Issuer effected a reverse stock split of the Issuer's issued and outstanding common stock, at a ratio of 1-for-4 (the "Reverse Stock Split"), wherein 1 share of common stock was issued to the Issuer's stockholders who own common stock on the Effective Date, in exchange for every 4 shares of common stock owned by them on the Effective Date. As a result of the Reverse Stock Split, (i) the 7,500,000 shares and 6,250,000 shares of common stock originally owned by the Fund and the Co-Investment Fund respectively before the Reverse Stock Split and the September 15, 2022 conversion were reduced to 1,875,000 shares and 1,562,500 shares of common stock, respectively; and (ii) the 9,641,123 shares and 38,564,478 shares of common stock issued to the Fund and the Co-Investment Fund respectively upon the September 15, 2022 conversion were reduced to 2,410,281 and 9,641,120 shares of common stock, respectively. F4 · price: In connection with the Second Amendments, the Issuer elected to convert (i) $686,930 (corresponding to 2,252,228 units which include 2,252,228 shares of common stock and 1,126,114 warrants under the original debenture) due under the debenture issued to the Fund, which includes $675,668 in the principal amount of the debenture and accrued interest, into 9,641,123 units (on a pre-Reverse Stock Split basis, as explained below) of the Issuer; and (ii) $2,747,719 (corresponding to 9,008,914 units which include 9,008,914 shares of common stock and 4,504,457 warrants under the original debenture) due under the debenture issued to the Co-Investment Fund, which includes $2,702,674 in the principal amount of the debenture and accrued interest, into 38,564,478 units (on a pre-Reverse Stock Split basis, as explained below) of the Issuer. F5 · balance_after: Effective September 21, 2022 (the "Effective Date"), the Issuer effected a reverse stock split of the Issuer's issued and outstanding common stock, at a ratio of 1-for-4 (the "Reverse Stock Split"), wherein 1 share of common stock was issued to the Issuer's stockholders who own common stock on the Effective Date, in exchange for every 4 shares of common stock owned by them on the Effective Date. As a result of the Reverse Stock Split, (i) the 7,500,000 shares and 6,250,000 shares of common stock originally owned by the Fund and the Co-Investment Fund respectively before the Reverse Stock Split and the September 15, 2022 conversion were reduced to 1,875,000 shares and 1,562,500 shares of common stock, respectively; and (ii) the 9,641,123 shares and 38,564,478 shares of common stock issued to the Fund and the Co-Investment Fund respectively upon the September 15, 2022 conversion were reduced to 2,410,281 and 9,641,120 shares of common stock, respectively. F1 · ownership.nature: 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 · ownership.nature: On September 15, 2022, the Issuer entered into an amendment to subscription agreement (each, a "Second 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 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. F3 · ownership.nature: The Second Amendments aimed to, among other things, (i) reduce the conversion price of each debenture from $0.30 per unit to $0.10 per unit; (ii) extend the maturity date of each debenture; (iii) include a mandatory conversion provision to permit the Issuer, in its sole discretion, to convert 60% of the amount due under each debenture and accrued interest thereon, into units of the Issuer at a conversion price of $0.07125 (the "Mandatory Conversion Price"); (iv) reduce the exercise price of each warrant (that is part of a unit received upon conversion) to $0.10 per share of common stock; and (v) execute Second Amended and Restated Debentures (the "Second Amended and Restated Debentures"). Each unit comprises one share of the Issuer's common stock and a warrant to purchase half a share of common stock. F4 · ownership.nature: In connection with the Second Amendments, the Issuer elected to convert (i) $686,930 (corresponding to 2,252,228 units which include 2,252,228 shares of common stock and 1,126,114 warrants under the original debenture) due under the debenture issued to the Fund, which includes $675,668 in the principal amount of the debenture and accrued interest, into 9,641,123 units (on a pre-Reverse Stock Split basis, as explained below) of the Issuer; and (ii) $2,747,719 (corresponding to 9,008,914 units which include 9,008,914 shares of common stock and 4,504,457 warrants under the original debenture) due under the debenture issued to the Co-Investment Fund, which includes $2,702,674 in the principal amount of the debenture and accrued interest, into 38,564,478 units (on a pre-Reverse Stock Split basis, as explained below) of the Issuer. F5 · ownership.nature: Effective September 21, 2022 (the "Effective Date"), the Issuer effected a reverse stock split of the Issuer's issued and outstanding common stock, at a ratio of 1-for-4 (the "Reverse Stock Split"), wherein 1 share of common stock was issued to the Issuer's stockholders who own common stock on the Effective Date, in exchange for every 4 shares of common stock owned by them on the Effective Date. As a result of the Reverse Stock Split, (i) the 7,500,000 shares and 6,250,000 shares of common stock originally owned by the Fund and the Co-Investment Fund respectively before the Reverse Stock Split and the September 15, 2022 conversion were reduced to 1,875,000 shares and 1,562,500 shares of common stock, respectively; and (ii) the 9,641,123 shares and 38,564,478 shares of common stock issued to the Fund and the Co-Investment Fund respectively upon the September 15, 2022 conversion were reduced to 2,410,281 and 9,641,120 shares of common stock, respectively. F8 · ownership.nature: The foregoing descriptions of the Second Amendments, the Second 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 Second Amendments, the Second 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. F9 · ownership.nature: Footnote (8) 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. Read SEC document |
| September 15, 2022 Filed Sep 30, 2022 15:09 UTC | CLS Holdings USA, Inc. CLSH · Entity 84530 | ConversionCommon Stock | 9,641,120 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001019056-22-000603 · ownership.xml · nonDerivative · entry 1 Navy Capital Green Management LLC · CIK 0001764863 · 10% owner Navy Capital Green Management Partners LLC · CIK 0001764864 · 10% owner Navy Capital Green Fund, LP · CIK 0001688278 · 10% owner Navy Capital Green Co-Invest Fund, LLC · CIK 0001760813 · 10% owner Navy Capital Green Co-Invest Partners LLC · CIK 0001766928 · 10% owner Kaden John · CIK 0001764971 · 10% owner Stiefel Sean · CIK 0001765017 · 10% owner GULATI CHETAN · CIK 0001838456 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Navy Capital Green Co-Invest Fund, LLC Disclosed balance after: 11,203,620 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F5 · shares: Effective September 21, 2022 (the "Effective Date"), the Issuer effected a reverse stock split of the Issuer's issued and outstanding common stock, at a ratio of 1-for-4 (the "Reverse Stock Split"), wherein 1 share of common stock was issued to the Issuer's stockholders who own common stock on the Effective Date, in exchange for every 4 shares of common stock owned by them on the Effective Date. As a result of the Reverse Stock Split, (i) the 7,500,000 shares and 6,250,000 shares of common stock originally owned by the Fund and the Co-Investment Fund respectively before the Reverse Stock Split and the September 15, 2022 conversion were reduced to 1,875,000 shares and 1,562,500 shares of common stock, respectively; and (ii) the 9,641,123 shares and 38,564,478 shares of common stock issued to the Fund and the Co-Investment Fund respectively upon the September 15, 2022 conversion were reduced to 2,410,281 and 9,641,120 shares of common stock, respectively. F4 · price: In connection with the Second Amendments, the Issuer elected to convert (i) $686,930 (corresponding to 2,252,228 units which include 2,252,228 shares of common stock and 1,126,114 warrants under the original debenture) due under the debenture issued to the Fund, which includes $675,668 in the principal amount of the debenture and accrued interest, into 9,641,123 units (on a pre-Reverse Stock Split basis, as explained below) of the Issuer; and (ii) $2,747,719 (corresponding to 9,008,914 units which include 9,008,914 shares of common stock and 4,504,457 warrants under the original debenture) due under the debenture issued to the Co-Investment Fund, which includes $2,702,674 in the principal amount of the debenture and accrued interest, into 38,564,478 units (on a pre-Reverse Stock Split basis, as explained below) of the Issuer. F5 · balance_after: Effective September 21, 2022 (the "Effective Date"), the Issuer effected a reverse stock split of the Issuer's issued and outstanding common stock, at a ratio of 1-for-4 (the "Reverse Stock Split"), wherein 1 share of common stock was issued to the Issuer's stockholders who own common stock on the Effective Date, in exchange for every 4 shares of common stock owned by them on the Effective Date. As a result of the Reverse Stock Split, (i) the 7,500,000 shares and 6,250,000 shares of common stock originally owned by the Fund and the Co-Investment Fund respectively before the Reverse Stock Split and the September 15, 2022 conversion were reduced to 1,875,000 shares and 1,562,500 shares of common stock, respectively; and (ii) the 9,641,123 shares and 38,564,478 shares of common stock issued to the Fund and the Co-Investment Fund respectively upon the September 15, 2022 conversion were reduced to 2,410,281 and 9,641,120 shares of common stock, respectively. F1 · ownership.nature: 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 · ownership.nature: On September 15, 2022, the Issuer entered into an amendment to subscription agreement (each, a "Second 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 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. F3 · ownership.nature: The Second Amendments aimed to, among other things, (i) reduce the conversion price of each debenture from $0.30 per unit to $0.10 per unit; (ii) extend the maturity date of each debenture; (iii) include a mandatory conversion provision to permit the Issuer, in its sole discretion, to convert 60% of the amount due under each debenture and accrued interest thereon, into units of the Issuer at a conversion price of $0.07125 (the "Mandatory Conversion Price"); (iv) reduce the exercise price of each warrant (that is part of a unit received upon conversion) to $0.10 per share of common stock; and (v) execute Second Amended and Restated Debentures (the "Second Amended and Restated Debentures"). Each unit comprises one share of the Issuer's common stock and a warrant to purchase half a share of common stock. F4 · ownership.nature: In connection with the Second Amendments, the Issuer elected to convert (i) $686,930 (corresponding to 2,252,228 units which include 2,252,228 shares of common stock and 1,126,114 warrants under the original debenture) due under the debenture issued to the Fund, which includes $675,668 in the principal amount of the debenture and accrued interest, into 9,641,123 units (on a pre-Reverse Stock Split basis, as explained below) of the Issuer; and (ii) $2,747,719 (corresponding to 9,008,914 units which include 9,008,914 shares of common stock and 4,504,457 warrants under the original debenture) due under the debenture issued to the Co-Investment Fund, which includes $2,702,674 in the principal amount of the debenture and accrued interest, into 38,564,478 units (on a pre-Reverse Stock Split basis, as explained below) of the Issuer. F5 · ownership.nature: Effective September 21, 2022 (the "Effective Date"), the Issuer effected a reverse stock split of the Issuer's issued and outstanding common stock, at a ratio of 1-for-4 (the "Reverse Stock Split"), wherein 1 share of common stock was issued to the Issuer's stockholders who own common stock on the Effective Date, in exchange for every 4 shares of common stock owned by them on the Effective Date. As a result of the Reverse Stock Split, (i) the 7,500,000 shares and 6,250,000 shares of common stock originally owned by the Fund and the Co-Investment Fund respectively before the Reverse Stock Split and the September 15, 2022 conversion were reduced to 1,875,000 shares and 1,562,500 shares of common stock, respectively; and (ii) the 9,641,123 shares and 38,564,478 shares of common stock issued to the Fund and the Co-Investment Fund respectively upon the September 15, 2022 conversion were reduced to 2,410,281 and 9,641,120 shares of common stock, respectively. F8 · ownership.nature: The foregoing descriptions of the Second Amendments, the Second 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 Second Amendments, the Second 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. F9 · ownership.nature: Footnote (8) 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. Read SEC document |
| January 04, 2022 Filed Jan 7, 2022 14:16 UTC | CLS Holdings USA, Inc. CLSH · Entity 84530 | PurchaseWarrants · Derivative | 606,060 | $0.41 Strike: $0.41 | $249,999.75 |
DisclosureSEC source: 0001019056-22-000039 · ownership.xml · derivative · entry 1 Navy Capital Green Management LLC · CIK 0001764863 · 10% owner Navy Capital Green Management Partners LLC · CIK 0001764864 · 10% owner Navy Capital Green Fund, LP · CIK 0001688278 · 10% owner Navy Capital Green Co-Invest Fund, LLC · CIK 0001760813 · 10% owner Navy Capital Green Co-Invest Partners LLC · CIK 0001766928 · 10% owner Kaden John · CIK 0001764971 · 10% owner Stiefel Sean · CIK 0001765017 · 10% owner GULATI CHETAN · CIK 0001838456 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See Remark(1) and Footnotes Disclosed balance after: 28,758,914 Underlying: Common Stock · 606,060 shares Expires 2025-01-04 F1 · ownership.nature: This amount reflects the amount of derivative securities held by the Fund and the Co-Investment Fund immediately following the transaction requiring the filing of this statement. The transaction was a private placement purchase in which the Fund purchased a $500,000 unsecured, non-convertible promissory note and warrants to purchase 606,060 shares of Common Stock, with an exercise price of $0.4125 per share of Common Stock. No additional consideration was paid for the warrants. In accordance with Instruction 5(b)(iv) of Form 3, the entire amount of the Issuer's derivative securities held by the Fund and Co-Investment Fund is reported herein. F2 · ownership.nature: Footnote (1) 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. Read SEC document |
| August 17, 2021 Filed Dec 29, 2021 20:07 UTC | GrowGeneration Corp. GRWG · Entity 6802 | GrantCommon Stock | 2,500 | $0.00 | $0.00 |
DisclosureSEC source: 0001213900-21-067891 · ownership.xml · nonDerivative · entry 1 Stiefel Sean · CIK 0001765017 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 38,752 Read SEC document |
| June 03, 2021 Filed Jun 3, 2021 20:11 UTC | GrowGeneration Corp. GRWG · Entity 6802 | SaleCommon Stock | 75,000 | $42.51 | $3,188,040.00 |
DisclosureSEC source: 0001213900-21-030762 · ownership.xml · nonDerivative · entry 2 Stiefel Sean · CIK 0001765017 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 36,252 F2 · shares: On June 3, 2021, the Reporting Person sold a total of 75,000 shares of common stock of the Issuer on the market at an average of $42.5072 per share. Read SEC document |
| April 15, 2021 Filed Apr 16, 2021 20:08 UTC | GrowGeneration Corp. GRWG · Entity 6802 | OtherWarrant · Derivative | 112,903 | $0.00 Strike: $3.50 | $0.00 |
DisclosureSEC source: 0001019056-21-000249 · stiefel.xml · derivative · entry 6 Stiefel Sean · CIK 0001765017 · Director 10b5-1 filing: Not disclosed Ownership: Indirect · See Footnote Disclosed balance after: 0 Underlying: Common Stock · 112,903 shares Expires 2022-06-04 F1 · ownership.nature: Sean Stiefel (the "Reporting Person") is a manager and Chief Executive Officer of Navy Capital Green Management, LLC ("NCG") and a manager of Navy Capital Green Management Partners, LLC ("NCGMP"). NCGMP is the general partner of Navy Capital Green Fund, LP (the "Fund"). NCG is the investment manager of the Fund. This Form 4 is being filed by the Reporting Person as a result of (i) cash exercise by the Fund of warrants to purchase shares of Common Stock, and (ii) cashless exercise by the Fund of warrants to purchase shares of Common Stock. The amount of 498,811 in Table I reflects the aggregate amount of Common Stock held by the Fund directly after giving effect to the exercise of the warrants requiring the filing of this statement. Read SEC document |
| April 15, 2021 Filed Apr 16, 2021 20:08 UTC | GrowGeneration Corp. GRWG · Entity 6802 | OtherWarrant · Derivative | 166,667 | $0.00 Strike: $0.35 | $0.00 |
DisclosureSEC source: 0001019056-21-000249 · stiefel.xml · derivative · entry 5 Stiefel Sean · CIK 0001765017 · Director 10b5-1 filing: Not disclosed Ownership: Indirect · See Footnote Disclosed balance after: 0 Underlying: Common Stock · 166,667 shares Expires 2021-05-09 F1 · ownership.nature: Sean Stiefel (the "Reporting Person") is a manager and Chief Executive Officer of Navy Capital Green Management, LLC ("NCG") and a manager of Navy Capital Green Management Partners, LLC ("NCGMP"). NCGMP is the general partner of Navy Capital Green Fund, LP (the "Fund"). NCG is the investment manager of the Fund. This Form 4 is being filed by the Reporting Person as a result of (i) cash exercise by the Fund of warrants to purchase shares of Common Stock, and (ii) cashless exercise by the Fund of warrants to purchase shares of Common Stock. The amount of 498,811 in Table I reflects the aggregate amount of Common Stock held by the Fund directly after giving effect to the exercise of the warrants requiring the filing of this statement. Read SEC document |
| April 15, 2021 Filed Apr 16, 2021 20:08 UTC | GrowGeneration Corp. GRWG · Entity 6802 | OtherCommon Stock | 0 | $0.00 | $0.00 |
DisclosureSEC source: 0001019056-21-000249 · stiefel.xml · nonDerivative · entry 4 Stiefel Sean · CIK 0001765017 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 111,252 F3 · shares: Following the warrant exercises by the Fund of warrants owned to purchase shares of Common Stock of the Issuer, the Reporting Person indirectly owns a total of 498,811 shares of Common Stock held by the Fund, and directly owns 111,252 shares of Common Stock. F3 · acquired: Following the warrant exercises by the Fund of warrants owned to purchase shares of Common Stock of the Issuer, the Reporting Person indirectly owns a total of 498,811 shares of Common Stock held by the Fund, and directly owns 111,252 shares of Common Stock. F3 · ownership.direct: Following the warrant exercises by the Fund of warrants owned to purchase shares of Common Stock of the Issuer, the Reporting Person indirectly owns a total of 498,811 shares of Common Stock held by the Fund, and directly owns 111,252 shares of Common Stock. Read SEC document |
| April 15, 2021 Filed Apr 16, 2021 20:08 UTC | GrowGeneration Corp. GRWG · Entity 6802 | SaleCommon Stock | 8,305 | $47.58 | $395,151.90 |
DisclosureSEC source: 0001019056-21-000249 · stiefel.xml · nonDerivative · entry 3 Stiefel Sean · CIK 0001765017 · Director 10b5-1 filing: Not disclosed Ownership: Indirect · See Footnotes Disclosed balance after: 498,811 F2 · kind: On April 15, 2021, the Fund exercised a warrant to purchase 112,903 shares of Issuer's common stock for $3.50 a share. The Fund paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 8,305 of the warrant shares to pay the exercise price and issuing to the Fund the remaining 104,598 shares. F2 · shares: On April 15, 2021, the Fund exercised a warrant to purchase 112,903 shares of Issuer's common stock for $3.50 a share. The Fund paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 8,305 of the warrant shares to pay the exercise price and issuing to the Fund the remaining 104,598 shares. F1 · ownership.nature: Sean Stiefel (the "Reporting Person") is a manager and Chief Executive Officer of Navy Capital Green Management, LLC ("NCG") and a manager of Navy Capital Green Management Partners, LLC ("NCGMP"). NCGMP is the general partner of Navy Capital Green Fund, LP (the "Fund"). NCG is the investment manager of the Fund. This Form 4 is being filed by the Reporting Person as a result of (i) cash exercise by the Fund of warrants to purchase shares of Common Stock, and (ii) cashless exercise by the Fund of warrants to purchase shares of Common Stock. The amount of 498,811 in Table I reflects the aggregate amount of Common Stock held by the Fund directly after giving effect to the exercise of the warrants requiring the filing of this statement. F2 · ownership.nature: On April 15, 2021, the Fund exercised a warrant to purchase 112,903 shares of Issuer's common stock for $3.50 a share. The Fund paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 8,305 of the warrant shares to pay the exercise price and issuing to the Fund the remaining 104,598 shares. F3 · ownership.nature: Following the warrant exercises by the Fund of warrants owned to purchase shares of Common Stock of the Issuer, the Reporting Person indirectly owns a total of 498,811 shares of Common Stock held by the Fund, and directly owns 111,252 shares of Common Stock. Read SEC document |
| April 15, 2021 Filed Apr 16, 2021 20:08 UTC | GrowGeneration Corp. GRWG · Entity 6802 | OtherCommon Stock | 112,903 | $3.50 | $395,160.50 |
DisclosureSEC source: 0001019056-21-000249 · stiefel.xml · nonDerivative · entry 2 Stiefel Sean · CIK 0001765017 · Director 10b5-1 filing: Not disclosed Ownership: Indirect · See Footnotes Disclosed balance after: 507,116 F1 · shares: Sean Stiefel (the "Reporting Person") is a manager and Chief Executive Officer of Navy Capital Green Management, LLC ("NCG") and a manager of Navy Capital Green Management Partners, LLC ("NCGMP"). NCGMP is the general partner of Navy Capital Green Fund, LP (the "Fund"). NCG is the investment manager of the Fund. This Form 4 is being filed by the Reporting Person as a result of (i) cash exercise by the Fund of warrants to purchase shares of Common Stock, and (ii) cashless exercise by the Fund of warrants to purchase shares of Common Stock. The amount of 498,811 in Table I reflects the aggregate amount of Common Stock held by the Fund directly after giving effect to the exercise of the warrants requiring the filing of this statement. F1 · ownership.nature: Sean Stiefel (the "Reporting Person") is a manager and Chief Executive Officer of Navy Capital Green Management, LLC ("NCG") and a manager of Navy Capital Green Management Partners, LLC ("NCGMP"). NCGMP is the general partner of Navy Capital Green Fund, LP (the "Fund"). NCG is the investment manager of the Fund. This Form 4 is being filed by the Reporting Person as a result of (i) cash exercise by the Fund of warrants to purchase shares of Common Stock, and (ii) cashless exercise by the Fund of warrants to purchase shares of Common Stock. The amount of 498,811 in Table I reflects the aggregate amount of Common Stock held by the Fund directly after giving effect to the exercise of the warrants requiring the filing of this statement. F2 · ownership.nature: On April 15, 2021, the Fund exercised a warrant to purchase 112,903 shares of Issuer's common stock for $3.50 a share. The Fund paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 8,305 of the warrant shares to pay the exercise price and issuing to the Fund the remaining 104,598 shares. F3 · ownership.nature: Following the warrant exercises by the Fund of warrants owned to purchase shares of Common Stock of the Issuer, the Reporting Person indirectly owns a total of 498,811 shares of Common Stock held by the Fund, and directly owns 111,252 shares of Common Stock. Read SEC document |
| April 15, 2021 Filed Apr 16, 2021 20:08 UTC | GrowGeneration Corp. GRWG · Entity 6802 | OtherCommon Stock | 166,667 | $0.35 | $58,333.45 |
DisclosureSEC source: 0001019056-21-000249 · stiefel.xml · nonDerivative · entry 1 Stiefel Sean · CIK 0001765017 · Director 10b5-1 filing: Not disclosed Ownership: Indirect · See Footnotes Disclosed balance after: 394,213 F1 · shares: Sean Stiefel (the "Reporting Person") is a manager and Chief Executive Officer of Navy Capital Green Management, LLC ("NCG") and a manager of Navy Capital Green Management Partners, LLC ("NCGMP"). NCGMP is the general partner of Navy Capital Green Fund, LP (the "Fund"). NCG is the investment manager of the Fund. This Form 4 is being filed by the Reporting Person as a result of (i) cash exercise by the Fund of warrants to purchase shares of Common Stock, and (ii) cashless exercise by the Fund of warrants to purchase shares of Common Stock. The amount of 498,811 in Table I reflects the aggregate amount of Common Stock held by the Fund directly after giving effect to the exercise of the warrants requiring the filing of this statement. F1 · ownership.nature: Sean Stiefel (the "Reporting Person") is a manager and Chief Executive Officer of Navy Capital Green Management, LLC ("NCG") and a manager of Navy Capital Green Management Partners, LLC ("NCGMP"). NCGMP is the general partner of Navy Capital Green Fund, LP (the "Fund"). NCG is the investment manager of the Fund. This Form 4 is being filed by the Reporting Person as a result of (i) cash exercise by the Fund of warrants to purchase shares of Common Stock, and (ii) cashless exercise by the Fund of warrants to purchase shares of Common Stock. The amount of 498,811 in Table I reflects the aggregate amount of Common Stock held by the Fund directly after giving effect to the exercise of the warrants requiring the filing of this statement. F3 · ownership.nature: Following the warrant exercises by the Fund of warrants owned to purchase shares of Common Stock of the Issuer, the Reporting Person indirectly owns a total of 498,811 shares of Common Stock held by the Fund, and directly owns 111,252 shares of Common Stock. Read SEC document |
| November 24, 2020 Filed Nov 25, 2020 21:32 UTC | GrowGeneration Corp. GRWG · Entity 6802 | SaleCommon Stock | 5,000 | $33.70 | $168,500.00 |
DisclosureSEC source: 0001019056-20-000586 · stiefel.xml · nonDerivative · entry 4 Stiefel Sean · CIK 0001765017 · Director 10b5-1 filing: Not disclosed Ownership: Indirect · See Footnote Disclosed balance after: 227,546 F9 · balance_after: Following the open market transactions by the Fund and the cashless exercise by the Reporting Person of options owned to purchase shares of Common Stock of the Issuer, the Reporting Person indirectly owns a total of 227,546 shares of Common Stock held by the Fund, and directly owns 111,252 shares of Common Stock and directly owns options to purchase 50,000 shares of Common Stock. F1 · ownership.nature: The Reporting Person is a manager and Chief Executive Officer of Navy Capital Green Management, LLC ("NCG") and a manager of Navy Capital Green Management Partners, LLC ("NCGMP"). NCGMP is the general partner of Navy Capital Green Fund, LP (the "Fund"). NCG is the investment manager of the Fund. This Form 4 is being filed by Sean Stiefel as a result of (i) open market transactions occurring between November 23, 2020 and November 24, 2020, in which the Fund sold 550,000 shares of Common Stock of the Issuer, and (ii) cashless exercises by the Reporting Person of options to purchase shares of Common Stock. The amount of 227,546 in Table I reflects the aggregate amount of Common Stock held by the Fund directly. Read SEC document |
| November 24, 2020 Filed Nov 25, 2020 21:32 UTC | GrowGeneration Corp. GRWG · Entity 6802 | SaleCommon Stock | 45,000 | $32.90 | $1,480,500.00 |
DisclosureSEC source: 0001019056-20-000586 · stiefel.xml · nonDerivative · entry 3 Stiefel Sean · CIK 0001765017 · Director 10b5-1 filing: Not disclosed Ownership: Indirect · See Footnote Disclosed balance after: 232,546 F4 · shares: The November 24, 2020 sale of 45,000 shares of Common Stock transaction was executed in multiple trades at prices ranging from $32.54 to $33.52. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. F1 · ownership.nature: The Reporting Person is a manager and Chief Executive Officer of Navy Capital Green Management, LLC ("NCG") and a manager of Navy Capital Green Management Partners, LLC ("NCGMP"). NCGMP is the general partner of Navy Capital Green Fund, LP (the "Fund"). NCG is the investment manager of the Fund. This Form 4 is being filed by Sean Stiefel as a result of (i) open market transactions occurring between November 23, 2020 and November 24, 2020, in which the Fund sold 550,000 shares of Common Stock of the Issuer, and (ii) cashless exercises by the Reporting Person of options to purchase shares of Common Stock. The amount of 227,546 in Table I reflects the aggregate amount of Common Stock held by the Fund directly. Read SEC document |
| November 23, 2020 Filed Nov 25, 2020 21:32 UTC | GrowGeneration Corp. GRWG · Entity 6802 | Exercise / conversionCommon Stock Options · Derivative | 16,667 | $0.00 Strike: $4.63 | $0.00 |
DisclosureSEC source: 0001019056-20-000586 · stiefel.xml · derivative · entry 16 Stiefel Sean · CIK 0001765017 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 33,333 Underlying: Common Stock · 16,667 shares Expires 2025-05-11 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. Read SEC document |
| November 23, 2020 Filed Nov 25, 2020 21:32 UTC | GrowGeneration Corp. GRWG · Entity 6802 | Exercise / conversionCommon Stock Options · Derivative | 33,333 | $0.00 Strike: $2.96 | $0.00 |
DisclosureSEC source: 0001019056-20-000586 · stiefel.xml · derivative · entry 15 Stiefel Sean · CIK 0001765017 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 16,667 Underlying: Common Stock · 33,333 shares Expires 2024-03-26 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. Read SEC document |
| November 23, 2020 Filed Nov 25, 2020 21:32 UTC | GrowGeneration Corp. GRWG · Entity 6802 | Exercise / conversionCommon Stock Options · Derivative | 25,000 | $0.00 Strike: $3.59 | $0.00 |
DisclosureSEC source: 0001019056-20-000586 · stiefel.xml · derivative · entry 14 Stiefel Sean · CIK 0001765017 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 0 Underlying: Common Stock · 25,000 shares Expires 2023-10-22 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. Read SEC document |
| November 23, 2020 Filed Nov 25, 2020 21:32 UTC | GrowGeneration Corp. GRWG · Entity 6802 | Exercise / conversionCommon Stock Options · Derivative | 50,000 | $0.00 Strike: $3.35 | $0.00 |
DisclosureSEC source: 0001019056-20-000586 · stiefel.xml · derivative · entry 13 Stiefel Sean · CIK 0001765017 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 0 Underlying: Common Stock · 50,000 shares Expires 2023-01-03 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. Read SEC document |
| November 23, 2020 Filed Nov 25, 2020 21:32 UTC | GrowGeneration Corp. GRWG · Entity 6802 | Tax withholdingCommon Stock | 2,450 | $31.50 | $77,175.00 |
DisclosureSEC source: 0001019056-20-000586 · stiefel.xml · nonDerivative · entry 12 Stiefel Sean · CIK 0001765017 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 111,252 F8 · shares: Reflects 2,450 shares withheld by issuer at the market price of $31.50 per share less an exercise price of $4.63 per share to fund the cashless exercise of 16,667 options owned by the Reporting Person pursuant to the Plan and related Award Agreement. F8 · price: Reflects 2,450 shares withheld by issuer at the market price of $31.50 per share less an exercise price of $4.63 per share to fund the cashless exercise of 16,667 options owned by the Reporting Person pursuant to the Plan and related Award Agreement. F9 · balance_after: Following the open market transactions by the Fund and the cashless exercise by the Reporting Person of options owned to purchase shares of Common Stock of the Issuer, the Reporting Person indirectly owns a total of 227,546 shares of Common Stock held by the Fund, and directly owns 111,252 shares of Common Stock and directly owns options to purchase 50,000 shares of Common Stock. Read SEC document |
| November 23, 2020 Filed Nov 25, 2020 21:32 UTC | GrowGeneration Corp. GRWG · Entity 6802 | Exercise / conversionCommon Stock | 16,667 | $4.63 | $77,168.21 |
DisclosureSEC source: 0001019056-20-000586 · stiefel.xml · nonDerivative · entry 11 Stiefel Sean · CIK 0001765017 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 113,702 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F8 · price: Reflects 2,450 shares withheld by issuer at the market price of $31.50 per share less an exercise price of $4.63 per share to fund the cashless exercise of 16,667 options owned by the Reporting Person pursuant to the Plan and related Award Agreement. Read SEC document |
| November 23, 2020 Filed Nov 25, 2020 21:32 UTC | GrowGeneration Corp. GRWG · Entity 6802 | Tax withholdingCommon Stock | 3,132 | $31.50 | $98,658.00 |
DisclosureSEC source: 0001019056-20-000586 · stiefel.xml · nonDerivative · entry 10 Stiefel Sean · CIK 0001765017 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 97,035 F7 · shares: Reflects 3,132 shares withheld by issuer at the market price of $31.50 per share less an exercise price of $2.96 per share to fund the cashless exercise of 33,333 options owned by the Reporting Person pursuant to the Plan and related Award Agreement. F7 · price: Reflects 3,132 shares withheld by issuer at the market price of $31.50 per share less an exercise price of $2.96 per share to fund the cashless exercise of 33,333 options owned by the Reporting Person pursuant to the Plan and related Award Agreement. Read SEC document |
| November 23, 2020 Filed Nov 25, 2020 21:32 UTC | GrowGeneration Corp. GRWG · Entity 6802 | Exercise / conversionCommon Stock | 33,333 | $2.96 | $98,665.68 |
DisclosureSEC source: 0001019056-20-000586 · stiefel.xml · nonDerivative · entry 9 Stiefel Sean · CIK 0001765017 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 100,167 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F7 · price: Reflects 3,132 shares withheld by issuer at the market price of $31.50 per share less an exercise price of $2.96 per share to fund the cashless exercise of 33,333 options owned by the Reporting Person pursuant to the Plan and related Award Agreement. Read SEC document |
| November 23, 2020 Filed Nov 25, 2020 21:32 UTC | GrowGeneration Corp. GRWG · Entity 6802 | Tax withholdingCommon Stock | 2,849 | $31.50 | $89,743.50 |
DisclosureSEC source: 0001019056-20-000586 · stiefel.xml · nonDerivative · entry 8 Stiefel Sean · CIK 0001765017 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 66,834 F6 · shares: Reflects 2,849 shares withheld by issuer at the market price of $31.50 per share less an exercise price of $3.59 per share to fund the cashless exercise of 25,000 options owned by the Reporting Person pursuant to the Plan and related Award Agreement. F6 · price: Reflects 2,849 shares withheld by issuer at the market price of $31.50 per share less an exercise price of $3.59 per share to fund the cashless exercise of 25,000 options owned by the Reporting Person pursuant to the Plan and related Award Agreement. Read SEC document |
| November 23, 2020 Filed Nov 25, 2020 21:32 UTC | GrowGeneration Corp. GRWG · Entity 6802 | Exercise / conversionCommon Stock | 25,000 | $3.59 | $89,750.00 |
DisclosureSEC source: 0001019056-20-000586 · stiefel.xml · nonDerivative · entry 7 Stiefel Sean · CIK 0001765017 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 69,683 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F6 · price: Reflects 2,849 shares withheld by issuer at the market price of $31.50 per share less an exercise price of $3.59 per share to fund the cashless exercise of 25,000 options owned by the Reporting Person pursuant to the Plan and related Award Agreement. Read SEC document |
| November 23, 2020 Filed Nov 25, 2020 21:32 UTC | GrowGeneration Corp. GRWG · Entity 6802 | Tax withholdingCommon Stock | 5,317 | $31.50 | $167,485.50 |
DisclosureSEC source: 0001019056-20-000586 · stiefel.xml · nonDerivative · entry 6 Stiefel Sean · CIK 0001765017 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 44,683 F5 · shares: Reflects 5,317 shares withheld by issuer at the market price of $31.50 per share less an exercise price of $3.35 per share to fund the cashless exercise of 50,000 options owned by the Reporting Person pursuant to the Issuer's 2014 Equity Incentive Plan (the "Plan") and the related Stock Option Award Agreement ("Award Agreement"). F5 · price: Reflects 5,317 shares withheld by issuer at the market price of $31.50 per share less an exercise price of $3.35 per share to fund the cashless exercise of 50,000 options owned by the Reporting Person pursuant to the Issuer's 2014 Equity Incentive Plan (the "Plan") and the related Stock Option Award Agreement ("Award Agreement"). Read SEC document |
| November 23, 2020 Filed Nov 25, 2020 21:32 UTC | GrowGeneration Corp. GRWG · Entity 6802 | Exercise / conversionCommon Stock | 50,000 | $3.35 | $167,500.00 |
DisclosureSEC source: 0001019056-20-000586 · stiefel.xml · nonDerivative · entry 5 Stiefel Sean · CIK 0001765017 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 50,000 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F5 · price: Reflects 5,317 shares withheld by issuer at the market price of $31.50 per share less an exercise price of $3.35 per share to fund the cashless exercise of 50,000 options owned by the Reporting Person pursuant to the Issuer's 2014 Equity Incentive Plan (the "Plan") and the related Stock Option Award Agreement ("Award Agreement"). Read SEC document |
| November 23, 2020 Filed Nov 25, 2020 21:32 UTC | GrowGeneration Corp. GRWG · Entity 6802 | SaleCommon Stock | 7,005 | $32.02 | $224,300.10 |
DisclosureSEC source: 0001019056-20-000586 · stiefel.xml · nonDerivative · entry 2 Stiefel Sean · CIK 0001765017 · Director 10b5-1 filing: Not disclosed Ownership: Indirect · See Footnote Disclosed balance after: 277,546 F3 · shares: The November 23, 2020 sale of 7,005 shares of Common Stock transaction was executed in multiple trades at prices ranging from $31.80 to $32.17. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. F1 · ownership.nature: The Reporting Person is a manager and Chief Executive Officer of Navy Capital Green Management, LLC ("NCG") and a manager of Navy Capital Green Management Partners, LLC ("NCGMP"). NCGMP is the general partner of Navy Capital Green Fund, LP (the "Fund"). NCG is the investment manager of the Fund. This Form 4 is being filed by Sean Stiefel as a result of (i) open market transactions occurring between November 23, 2020 and November 24, 2020, in which the Fund sold 550,000 shares of Common Stock of the Issuer, and (ii) cashless exercises by the Reporting Person of options to purchase shares of Common Stock. The amount of 227,546 in Table I reflects the aggregate amount of Common Stock held by the Fund directly. Read SEC document |
| November 23, 2020 Filed Nov 25, 2020 21:32 UTC | GrowGeneration Corp. GRWG · Entity 6802 | SaleCommon Stock | 492,995 | $31.17 | $15,366,654.15 |
DisclosureSEC source: 0001019056-20-000586 · stiefel.xml · nonDerivative · entry 1 Stiefel Sean · CIK 0001765017 · Director 10b5-1 filing: Not disclosed Ownership: Indirect · See Footnote Disclosed balance after: 284,551 F2 · shares: The November 23, 2020 sale of 492,995 shares of Common Stock transaction was executed in multiple trades at prices ranging from $30.78 to $31.77. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. F1 · ownership.nature: The Reporting Person is a manager and Chief Executive Officer of Navy Capital Green Management, LLC ("NCG") and a manager of Navy Capital Green Management Partners, LLC ("NCGMP"). NCGMP is the general partner of Navy Capital Green Fund, LP (the "Fund"). NCG is the investment manager of the Fund. This Form 4 is being filed by Sean Stiefel as a result of (i) open market transactions occurring between November 23, 2020 and November 24, 2020, in which the Fund sold 550,000 shares of Common Stock of the Issuer, and (ii) cashless exercises by the Reporting Person of options to purchase shares of Common Stock. The amount of 227,546 in Table I reflects the aggregate amount of Common Stock held by the Fund directly. Read SEC document |
| August 19, 2020 Filed Aug 20, 2020 18:33 UTC | GrowGeneration Corp. GRWG · Entity 6802 | OtherWarrant to purchase common stock · Derivative | 48,387 | $0.00 Strike: $3.50 | $0.00 |
DisclosureSEC source: 0001213900-20-023059 · ownership.xml · derivative · entry 4 Stiefel Sean · CIK 0001765017 · Director 10b5-1 filing: Not disclosed Ownership: Indirect · See Footnote Disclosed balance after: 279,570 Underlying: Common Stock · 48,387 shares Expires 2022-05-31 F1 · shares: The Reporting Person is a manager and Chief Executive Officer of Navy Capital Green Management, LLC ("NCG") and a manager of Navy Capital Green Management Partners, LLC ("NCGMP") and Navy Capital Green Co-Invest Partners, LLC ("NCGCP"). NCGMP is the general partner of Navy Capital Green Fund, LP (the "Fund"). NCGCP is the manager of Navy Capital Green Co-Invest Fund, LLC (the "Co-Invest Fund"). NCG is the investment manager of the Fund and the Co-Invest Fund. On each of August 18 and August 19, 2020, the Co-Invest Fund distributed 96,774 shares of common stock and warrants to purchase 48,387 shares of common stock without the payment of consideration as an in-kind distribution to each of an individual and Aiello Family Trust. Following the distributions, the Co-Invest Fund no longer owns any shares of the Issuer and the Reporting Person indirectly owns a total of 777,546 shares of common stock through the Fund. F2 · balance_after: Following the distributions on August 18 and August 19, 2020, the Reporting Person owns options to purchase 175,000 shares of common stock, and indirectly owns warrants to purchase a total of 279,570 shares of common stock through the Fund. Read SEC document |
| August 19, 2020 Filed Aug 20, 2020 18:33 UTC | GrowGeneration Corp. GRWG · Entity 6802 | OtherCommon Stock | 96,774 | $0.00 | $0.00 |
DisclosureSEC source: 0001213900-20-023059 · ownership.xml · nonDerivative · entry 2 Stiefel Sean · CIK 0001765017 · Director 10b5-1 filing: Not disclosed Ownership: Indirect · See Footnote Disclosed balance after: 777,546 F1 · shares: The Reporting Person is a manager and Chief Executive Officer of Navy Capital Green Management, LLC ("NCG") and a manager of Navy Capital Green Management Partners, LLC ("NCGMP") and Navy Capital Green Co-Invest Partners, LLC ("NCGCP"). NCGMP is the general partner of Navy Capital Green Fund, LP (the "Fund"). NCGCP is the manager of Navy Capital Green Co-Invest Fund, LLC (the "Co-Invest Fund"). NCG is the investment manager of the Fund and the Co-Invest Fund. On each of August 18 and August 19, 2020, the Co-Invest Fund distributed 96,774 shares of common stock and warrants to purchase 48,387 shares of common stock without the payment of consideration as an in-kind distribution to each of an individual and Aiello Family Trust. Following the distributions, the Co-Invest Fund no longer owns any shares of the Issuer and the Reporting Person indirectly owns a total of 777,546 shares of common stock through the Fund. Read SEC document |
| August 18, 2020 Filed Aug 20, 2020 18:33 UTC | GrowGeneration Corp. GRWG · Entity 6802 | OtherWarrant to purchase common stock · Derivative | 48,387 | $0.00 Strike: $3.50 | $0.00 |
DisclosureSEC source: 0001213900-20-023059 · ownership.xml · derivative · entry 3 Stiefel Sean · CIK 0001765017 · Director 10b5-1 filing: Not disclosed Ownership: Indirect · See Footnote Disclosed balance after: 327,957 Underlying: Common Stock · 48,387 shares Expires 2022-05-31 F1 · shares: The Reporting Person is a manager and Chief Executive Officer of Navy Capital Green Management, LLC ("NCG") and a manager of Navy Capital Green Management Partners, LLC ("NCGMP") and Navy Capital Green Co-Invest Partners, LLC ("NCGCP"). NCGMP is the general partner of Navy Capital Green Fund, LP (the "Fund"). NCGCP is the manager of Navy Capital Green Co-Invest Fund, LLC (the "Co-Invest Fund"). NCG is the investment manager of the Fund and the Co-Invest Fund. On each of August 18 and August 19, 2020, the Co-Invest Fund distributed 96,774 shares of common stock and warrants to purchase 48,387 shares of common stock without the payment of consideration as an in-kind distribution to each of an individual and Aiello Family Trust. Following the distributions, the Co-Invest Fund no longer owns any shares of the Issuer and the Reporting Person indirectly owns a total of 777,546 shares of common stock through the Fund. Read SEC document |
| August 18, 2020 Filed Aug 20, 2020 18:33 UTC | GrowGeneration Corp. GRWG · Entity 6802 | OtherCommon Stock | 96,774 | $0.00 | $0.00 |
DisclosureSEC source: 0001213900-20-023059 · ownership.xml · nonDerivative · entry 1 Stiefel Sean · CIK 0001765017 · Director 10b5-1 filing: Not disclosed Ownership: Indirect · See Footnote Disclosed balance after: 874,320 F1 · shares: The Reporting Person is a manager and Chief Executive Officer of Navy Capital Green Management, LLC ("NCG") and a manager of Navy Capital Green Management Partners, LLC ("NCGMP") and Navy Capital Green Co-Invest Partners, LLC ("NCGCP"). NCGMP is the general partner of Navy Capital Green Fund, LP (the "Fund"). NCGCP is the manager of Navy Capital Green Co-Invest Fund, LLC (the "Co-Invest Fund"). NCG is the investment manager of the Fund and the Co-Invest Fund. On each of August 18 and August 19, 2020, the Co-Invest Fund distributed 96,774 shares of common stock and warrants to purchase 48,387 shares of common stock without the payment of consideration as an in-kind distribution to each of an individual and Aiello Family Trust. Following the distributions, the Co-Invest Fund no longer owns any shares of the Issuer and the Reporting Person indirectly owns a total of 777,546 shares of common stock through the Fund. Read SEC document |
| May 12, 2020 Filed May 21, 2020 10:13 UTC | GrowGeneration Corp. GRWG · Entity 6802 | GrantCommon Stock Option · Derivative | 16,667 | $4.63 Strike: $4.63 | $77,168.21 |
DisclosureSEC source: 0001213900-20-013180 · ownership.xml · derivative · entry 4 Stiefel Sean · CIK 0001765017 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 551,344 Underlying: Common Stock · 16,667 shares Expires 2025-05-11 F2 · shares: On May 12, 2020, the Issuer issued to the Reporting Person 5-year options to purchase 50,000 shares of common stock, at an exercise price of $4.63/share. One-third of the options vested as of the date of the issuance, one-third will vest as of the first anniversary of the issuance and the remaining one-third as of the second anniversary. Read SEC document |
| May 12, 2020 Filed May 21, 2020 10:13 UTC | GrowGeneration Corp. GRWG · Entity 6802 | GrantCommon Stock Option · Derivative | 16,667 | $4.63 Strike: $4.63 | $77,168.21 |
DisclosureSEC source: 0001213900-20-013180 · ownership.xml · derivative · entry 3 Stiefel Sean · CIK 0001765017 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 534,677 Underlying: Common Stock · 16,667 shares Expires 2025-05-11 F2 · shares: On May 12, 2020, the Issuer issued to the Reporting Person 5-year options to purchase 50,000 shares of common stock, at an exercise price of $4.63/share. One-third of the options vested as of the date of the issuance, one-third will vest as of the first anniversary of the issuance and the remaining one-third as of the second anniversary. Read SEC document |
| May 12, 2020 Filed May 21, 2020 10:13 UTC | GrowGeneration Corp. GRWG · Entity 6802 | GrantCommon Stock Option · Derivative | 16,666 | $4.63 Strike: $4.63 | $77,163.58 |
DisclosureSEC source: 0001213900-20-013180 · ownership.xml · derivative · entry 2 Stiefel Sean · CIK 0001765017 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 518,010 Underlying: Common Stock · 16,666 shares Expires 2025-05-11 F2 · shares: On May 12, 2020, the Issuer issued to the Reporting Person 5-year options to purchase 50,000 shares of common stock, at an exercise price of $4.63/share. One-third of the options vested as of the date of the issuance, one-third will vest as of the first anniversary of the issuance and the remaining one-third as of the second anniversary. Read SEC document |
| December 23, 2019 Filed Dec 26, 2019 18:19 UTC | GrowGeneration Corp. GRWG · Entity 6802 | PurchaseCommon Stock | 25,000 | $3.98 | $99,500.00 |
DisclosureSEC source: 0001019056-19-000681 · ownership.xml · nonDerivative · entry 1 Stiefel Sean · CIK 0001765017 · Director 10b5-1 filing: Not disclosed Ownership: Indirect · See Footnotes Disclosed balance after: 971,094 F2 · security: This Form 4 is being filed by Sean Stiefel as a result of an open market transaction in which the Fund purchased 25,000 shares of common stock of the Issuer. The amount of 971,094 in Table I reflects the aggregate amount of common stock held by the Fund and the Co-Investment Fund. F1 · ownership.nature: Sean Stiefel is a manager and Chief Executive Officer of Navy Capital Green Management, LLC ("NCG") and a manager of Navy Capital Green Management Partners, LLC ("NCGMP") and Navy Capital Green Co-Invest Partners, LLC ("NCGCP"). NCGMP is the general partner of Navy Capital Green Fund, LP (the "Fund"). NCGMP is the managing member of Navy Capital Green Co-Investment Fund, LLC (the "Co-Investment Fund"). NCG is the investment manager of the Fund and the Co-Investment Fund. F2 · ownership.nature: This Form 4 is being filed by Sean Stiefel as a result of an open market transaction in which the Fund purchased 25,000 shares of common stock of the Issuer. The amount of 971,094 in Table I reflects the aggregate amount of common stock held by the Fund and the Co-Investment Fund. Read SEC document |
| November 02, 2018 Filed Feb 8, 2019 12:58 UTC | CLS Holdings USA, Inc. CLSH · Entity 84530 | PurchaseWarrants · Derivative | 3,125,000 | $0.80 Strike: $1.10 | $2,500,000.00 |
DisclosureSEC source: 0001019056-19-000079 · ownership.xml · derivative · entry 2 Navy Capital Green Management LLC · CIK 0001764863 · 10% owner Navy Capital Green Management Partners LLC · CIK 0001764864 · 10% owner · See Remark(1) Navy Capital Green Fund, LP · CIK 0001688278 · 10% owner · See Remark(2) Navy Capital Green Co-Invest Fund, LLC · CIK 0001760813 · 10% owner Navy Capital Green Co-Invest Partners LLC · CIK 0001766928 · 10% owner · See Remark(1) Kaden John · CIK 0001764971 · 10% owner Stiefel Sean · CIK 0001765017 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See Remark(1) and Footnote Disclosed balance after: 16,875,000 Underlying: Common Stock · 3,125,000 shares Expires 2021-11-02 F1 · ownership.nature: The amount of 6,250,000 in Table I reflects the amount of common stock beneficially acquired by the Fund and the Co-Investment Fund in the transaction requiring the filing of this statement. The transaction was a private placement purchase in which the Fund and the Co-Investment Fund purchased $5,000,000 face amount of Debentures convertible at $0.80 per unit into an aggregate of 6,250,000 units comprised of 6,250,000 shares of Common Stock as well as 3,125,000 Warrants with an exercise price of $1.10 per share of Common Stock. In accordance with Instruction 4(b)(iv) of Form 4, the entire amount of the Issuer's securities held by the Fund and the Co-Investment Fund is reported herein. Footnote(1) continued in Footnote(2). F2 · ownership.nature: Footnote(2) continued from Footnote(1): Each of the Investment Manager, NCG, NCGP, John Kaden 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 and Sean Stiefel are the beneficial owner of such securities for purposes of Section 16 or for any other purposes. Read SEC document |
| November 02, 2018 Filed Feb 8, 2019 12:58 UTC | CLS Holdings USA, Inc. CLSH · Entity 84530 | PurchaseCommon Stock | 6,250,000 | $0.80 | $5,000,000.00 |
DisclosureSEC source: 0001019056-19-000079 · ownership.xml · nonDerivative · entry 1 Navy Capital Green Management LLC · CIK 0001764863 · 10% owner Navy Capital Green Management Partners LLC · CIK 0001764864 · 10% owner · See Remark(1) Navy Capital Green Fund, LP · CIK 0001688278 · 10% owner · See Remark(2) Navy Capital Green Co-Invest Fund, LLC · CIK 0001760813 · 10% owner Navy Capital Green Co-Invest Partners LLC · CIK 0001766928 · 10% owner · See Remark(1) Kaden John · CIK 0001764971 · 10% owner Stiefel Sean · CIK 0001765017 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See Remark(1) and Footnote Disclosed balance after: 20,000,000 F1 · security: The amount of 6,250,000 in Table I reflects the amount of common stock beneficially acquired by the Fund and the Co-Investment Fund in the transaction requiring the filing of this statement. The transaction was a private placement purchase in which the Fund and the Co-Investment Fund purchased $5,000,000 face amount of Debentures convertible at $0.80 per unit into an aggregate of 6,250,000 units comprised of 6,250,000 shares of Common Stock as well as 3,125,000 Warrants with an exercise price of $1.10 per share of Common Stock. In accordance with Instruction 4(b)(iv) of Form 4, the entire amount of the Issuer's securities held by the Fund and the Co-Investment Fund is reported herein. Footnote(1) continued in Footnote(2). F2 · security: Footnote(2) continued from Footnote(1): Each of the Investment Manager, NCG, NCGP, John Kaden 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 and Sean Stiefel are the beneficial owner of such securities for purposes of Section 16 or for any other purposes. F1 · ownership.nature: The amount of 6,250,000 in Table I reflects the amount of common stock beneficially acquired by the Fund and the Co-Investment Fund in the transaction requiring the filing of this statement. The transaction was a private placement purchase in which the Fund and the Co-Investment Fund purchased $5,000,000 face amount of Debentures convertible at $0.80 per unit into an aggregate of 6,250,000 units comprised of 6,250,000 shares of Common Stock as well as 3,125,000 Warrants with an exercise price of $1.10 per share of Common Stock. In accordance with Instruction 4(b)(iv) of Form 4, the entire amount of the Issuer's securities held by the Fund and the Co-Investment Fund is reported herein. Footnote(1) continued in Footnote(2). F2 · ownership.nature: Footnote(2) continued from Footnote(1): Each of the Investment Manager, NCG, NCGP, John Kaden 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 and Sean Stiefel are the beneficial owner of such securities for purposes of Section 16 or for any other purposes. Read SEC document |
Value uses the disclosed total when available, otherwise shares × reported transaction price. It is not an estimate of exercise cash cost or investment performance.