Sec Form 4 Filing - Milmoe William H. @ Celsius Holdings, Inc. - 2018-02-07

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 Milmoe William H. 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) 3299 N.W. 2ND AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 02/07/2018 (Street) BOCA RATON, FL33431 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 03/28/2018 C V 4,651,163 A $ 0.86 15,582,859 I See Footnote ( 1 ) Common Stock 03/29/2018 F V 47,974 ( 2 ) A $ 0.22 15,630,833 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) $ 5.64 02/07/2018 A V 50,000 02/07/2019 02/07/2023 Common Stock 50,000 $ 0 280,000 D Series D Convertible Preferred Stock $ 0.86 03/28/2018 C V 4,000 ( 3 ) 12/21/2020 Common Stock 4,651,163 $ 0 0 ( 4 ) I See Footnote ( 1 ) Stock Option (Right to Buy) $ 0.22 03/29/2018 M V 50,000 04/09/2014 04/09/2018 Common Stock 50,000 $ 0 230,000 ( 5 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Milmoe William H. 3299 N.W. 2ND AVENUE BOCA RATON, FL33431 X Signatures /s/ William H. Milmoe 06/06/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )William H. Milmoe is a Manager of CD Financial, LLC which is the holder of record of the 4,651,163 shares of common stock. Represents shares of common stock received by CD Financial, LLC upon conversion of Series D Convertible Preferred Stock. ( 2 )Represents a "net exercise" of outstanding stock options to purchase 50,000 shares of common stock. The reporting person received 47,974 shares of common stock and surrendered 2,026 shares of common stock underlying the options in payment of the exercise price. ( 3 )The holder of Series D Convertible Preferred Shares has the right to convert at any time until the applicable expiration date for such shares. ( 4 )CD Financial, LLC does not hold any shares of Series D Convertible Preferred Stock after the March 28, 2018 conversion. ( 5 )Represents total stock options held by reporting person as of March 29, 2018.

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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