Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
CLS Holdings USA, Inc.
(Name of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
12565J308
(CUSIP Number)
September 21, 2022
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
(x) Rule 13d-1(b)
( ) Rule 13d-1(c)
( ) Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
_______________________________________
(1) Names of reporting persons
Tribeca Investment Partners Pty Ltd
(2) Check the appropriate box if a member of a group
(see instructions)
(a) ( ) (b) ( )
(3) SEC use only
(4) Citizenship or place of organization
Australia
Number of shares beneficially owned by each reporting person with:
(5) Sole voting power
13,174,402
(6) Shared voting power
(7) Sole dispositive power
13,174,402
(8) Shared dispositive power
(9) Aggregate amount beneficially owned by each reporting person
13,174,402
(10) Check if the aggregate amount in Row (9) excludes certain shares
(see instructions)
( )
(11) Percent of class represented by amount in Row (9)
18.17%
(12) Type of reporting person (see instructions)
FI
________________________________________
Item 1(a) Name of issuer:
CLS Holdings USA, Inc.
Item 1(b) Address of issuer's principal executive offices:
11767 South Dixie Highway, Suite 115
Miami, Florida 33156
2(a) Name of person filing:
Tribeca Investment Partners Pty Ltd
2(b) Address or principal business office or, if none, residence:
Level 23, 1 O'Connell Street
Sydney NSW 2000
Australia
2(c) Citizenship:
Australia
2(d) Title of class of securities:
Common Stock
2(e) CUSIP No.:
12565J308
Item 3. If this statement is filed pursuant to 240.13d-1(b) or 240.13d-2(b)
or (c), check whether the person filing is a:
(a) ( ) Broker or dealer registered under section 15 of the
Act (15 U.S.C. 78o);
(b) ( ) Bank as defined in section 3(a)(6) of the
Act (15 U.S.C. 78c);
(c) ( ) Insurance company as defined in section 3(a)(19) of the
Act (15 U.S.C. 78c);
(d) ( ) Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C 80a-8);
(e) ( ) An investment adviser in accordance with
240.13d-1(b)(1)(ii)(E);
(f) ( ) An employee benefit plan or endowment fund in accordance
with 240.13d-1(b)(1)(ii)(F);
(g) ( ) A parent holding company or control person in accordance
with 240.13d-1(b)(1)(ii)(G);
(h) ( ) A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) ( ) A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
(j) (x) A non-U.S. institution in accordance with
240.13d-1(b)(1)(ii)(J);
(k) ( ) Group, in accordance with 240.13d-1(b)(1)(ii)(K). If filing
as a non-U.S. institution in accordance with
240.13d-1(b)(1)(ii)(J), please specify the type of institution:
________________________________________
Item 4. Ownership
Provide the following information regarding the aggregate number and percentage
of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned: 13,174,402
(b) Percent of class: 18.17%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote 13,174,402
(ii) Shared power to vote or to direct the vote
(iii) Sole power to dispose or to direct the disposition of 13,174,402
(iv) Shared power to dispose or to direct the disposition of
________________________________________
Item 5. Ownership of 5 Percent or Less of a Class. If this statement is being
filed to report the fact that as of the date hereof the reporting person has
ceased to be the beneficial owner of more than 5 percent of the class of
securities, check the following
Not Applicable
Item 6. Ownership of More than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company or Control
Person.
Not Applicable
Item 8. Identification and Classification of Members of the Group.
Not Applicable
Item 9. Notice of Dissolution of Group. Not Applicable
Item 10. Certifications
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were not acquired and are held for the
purpose of or with the effect of changing or influencing the control of
the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose
or effect other than activities solely in connection with a nomination
under 240.14a-11.
Signatures
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
Date: October 14, 2022 Signature: Ken Liu
Name: Ken Liu
Title: Compliance Manager