Sec Form 4/A Filing - Castaldo Nicholas @ Celsius Holdings, Inc. - 2019-10-23

FORM 4/A 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 Castaldo Nicholas 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) 2424 NORTH FEDERAL HIGHWAY, SUITE 208 3. Date of Earliest Transaction (MM/DD/YY) 10/23/2019 (Street) BOCA RATON, FL33431 4. If Amendment, Date Original Filed (MM/DD/YY) 12/19/2019 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

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) $ 3.23 10/23/2019 A 55,000 ( 1 ) ( 2 ) 10/23/2029 Common Stock 55,000 $ 0 55,000 I By N.A. Castaldo Separate Property Trust ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Castaldo Nicholas 2424 NORTH FEDERAL HIGHWAY SUITE 208 BOCA RATON, FL33431 X Signatures /s/ Marcus Sandifer, Attorney-in-Fact Marcus Sandifer, Attorney-in-Fact for Nicholas Castaldo 06/02/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Due to administrative error, the original Form 4 filed with the Securities and Exchange Commission on December 19, 2019 understated the number of options acquired and misstated the expiration date. ( 2 )The stock options vest in three equal annual installments beginning on October 23, 2020. ( 3 )Securities are owned directly by the N.A. Castaldo Separate Property Trust 11/1/2012 Nicholas Castaldo (the "Trust"), of which the reporting person is [a trustee and beneficiary]. All prior Forms 4 filed by the reporting person contained an inadvertent error attributing direct ownership of all of the securities beneficially owned by the reporting person to the reporting person when in fact, all of the securities are owned directly by the Trust and indirectly by the reporting person.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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