Sec Form 4 Filing - HARRINGTON KEVIN @ Celsius Holdings, Inc. - 2020-06-10

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person HARRINGTON KEVIN 2. Issuer Name and Ticker or Trading Symbol Celsius Holdings, Inc. [ CELH] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 14044 ICOT BLVD. 3. Date of Earliest Transaction (MM/DD/YY) 06/10/2020 (Street) CLEARWATER, FL33760 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 01/21/2020 F 32,460 ( 1 ) A $ 1.05 168,268 D Common Stock 06/10/2020 F 31,609 ( 2 ) A $ 1.97 64,877 D Common Stock 06/10/2020 F 31,470 ( 3 ) A $ 3.48 96,347 D Common Stock 06/10/2020 F 11,051 ( 4 ) A $ 3.73 109,659 D Common Stock 06/10/2020 F 13,312 ( 5 ) A $ 5.64 120,711 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Option (Right to Buy) $ 1.05 01/21/2020 M 40,000 02/25/2016 02/25/2020 Common Stock 40,000 $ 0 0 D Stock Option (Right to Buy) $ 1.97 06/10/2020 M 40,000 01/04/2017 01/04/2021 Common Stock 40,000 $ 0 0 D Stock Option (Right to Buy) $ 3.48 06/10/2020 M 50,000 01/26/2018 01/26/2022 Common Stock 50,000 $ 0 0 D Stock Option (Right to Buy) $ 3.73 06/10/2020 M 18,333 01/24/2020 01/24/2024 Common Stock 18,333 $ 0 0 D Stock Option (Right to Buy) $ 5.64 06/10/2020 M 33,333 02/07/2019 02/07/2023 Common Stock 33,333 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other HARRINGTON KEVIN 14044 ICOT BLVD. CLEARWATER, FL33760 X Signatures /s/ Kevin Harrington 07/21/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents a cashless exercise of outstanding stock options to purchase 40,000 shares of common stock. The reporting person received 32,460 shares of common stock and surrendered 7,540 shares of common stock underlying the option in payment of the exercise price. ( 2 )Represents a cashless exercise of outstanding stock options to purchase 40,000 shares of common stock. The reporting person received 31,609 shares of common stock and surrendered 8,391 shares of common stock underlying the option in payment of the exercise price. ( 3 )Represents a cashless exercise of outstanding stock options to purchase 50,000 shares of common stock. The reporting person received 31,470 shares of common stock and surrendered 18,530 shares of common stock underlying the options in payment of the exercise price. ( 4 )Represents a cashless exercise of outstanding stock options to purchase 18,333 shares of common stock. The reporting person received 11,051 shares of common stock and surrendered 7,282 shares of common stock underlying the option in payment of the exercise price. ( 5 )Represents a cashless exercise of outstanding stock options to purchase 33,333 shares of common stock. The reporting person received 13,312 shares of common stock and surrendered 20,021 shares of common stock underlying the option in payment of the exercise price.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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