Sec Form 4 Filing - Milmoe William H. @ Celsius Holdings, Inc. - 2019-01-17

Insider filing report for Changes in Beneficial Ownership
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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 X __ 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)
01/17/2019
(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 01/17/2019 F V 39,011 ( 1 ) A $ 0.8 21,475,906 I See Footnote ( 2 )
Common Stock 09/12/2019 P 500,000 A $ 3.6 21,975,906 I See Footnote ( 2 )
Common Stock 09/12/2019 C V 1,492,385 ( 3 ) A $ 3.39 23,468,291 I See Footnote ( 2 )
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) $ 0.8 01/17/2019 M V 50,000 04/24/2015 04/24/2019 Common Stock 50,000 $ 0 180,000 D
Stock Option (Right to Buy) $ 3.73 01/24/2019 A V 50,000 ( 4 ) 01/24/2029 Common Stock 50,000 $ 0 230,000 D
Convertible Note $ 3.39 09/12/2019 C V 1,492,385 12/14/2018 12/14/2020 Common Stock 1,492,385 $ 5,000,000 0 I Holder of convertible note was CD Financial, LLC
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Milmoe William H.
3299 N.W. 2ND AVENUE
BOCA RATON, FL33431
X X
Signatures
/s/ William H. Milmoe 09/12/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents a "net exercise" of outstanding stock options to purchase 50,000 shares of common stock. The reporting person received 39,011 shares of common stock and surrendered 10,989 shares of common stock underlying the options in payment of the exercise price.
( 2 )A total of 134,611 shares of common stock are held individually by Mr. Milmoe. The balance are held by CD Financial, LLC and CDS Ventures of South Florida, LLC. Mr. Milmoe is a Manager of both entities.
( 3 )Represents the conversion of the outstanding principal and interest under that certain convertible promissory note previously issued to CD Financial, LLC on December 14, 2018.
( 4 )The stock options vest in three equal installments beginning on January 24, 2020.

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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