Initial Statement of Beneficial Ownership (3)

FORM 3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^*

Milmoe William H.

2. Date of Event Requiring Statement (MM/DD/YYYY) 10/4/2016

3. Issuer Name and Ticker or Trading Symbol

Celsius Holdings, Inc. [CELH]

(Last) (First) (Middle)

3299 N.W. 2ND AVENUE

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)

(Street)

BOCA RATON, FL 33431

(City) (State) (Zip)

5. If Amendment, Date Original Filed (MM/DD/YYYY)

6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	8554289	I	CDS Ventures of South Florida, LLC ⁽¹⁾
Common Stock	1896448	I	CD Financial, LLC ⁽¹⁾
Common Stock	500	D

*Table II - Derivative Securities Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 4)	2. Date Exercisable and Expiration Date (MM/DD/YYYY)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivate Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series C Convertible Preferred Stock	⁽²⁾	12/31/2018	Common Stock	4576923	$0.52	I	CDS Ventures of South Florida, LLC ⁽¹⁾
Series D Convertible Preferred Stock	⁽²⁾	12/2/2020	Common Stock	4651163	$0.86	I	CD Financial, LLC ⁽²⁾
Stock Option (Right to Buy)	12/31/2012	12/31/2020	Common Stock	2500	$0.42	D
Stock Option (Right to Buy)	10/1/2012	10/1/2016	Common Stock	50000	$0.2	D
Stock Option (Right to Buy)	4/9/2014	4/9/2018	Common Stock	50000	$0.22	D
Stock Option (Right to Buy)	4/24/2015	4/24/2019	Common Stock	50000	$0.8	D
Stock Option (Right to Buy)	2/24/2016 ⁽³⁾	2/24/2020	Common Stock	40000	$1.05	D
Stock Option (Right to Buy)	1/4/2017 ⁽⁴⁾	4/24/2019	Common Stock	40000	$1.97	D

Explanation of Responses:
( 1)	William H. Milmoe is a Manager of each of CDS Ventures of South Florida, LLC and CD Financial, LLC, which are the holders of record of the respective shares of common and preferred stock listed above.
( 2)	The holder of Series C and Series D Convertible Preferred Shares has the right to convert at any time until the applicable maturity date for such shares.
( 3)	The stock option vests in three equal annual installments that began on February 24, 2016.
( 4)	The stock option vests in three equal annual installments beginning on January 4, 2017.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Milmoe William H. 3299 N.W. 2ND AVENUE BOCA RATON, FL 33431	X

Signatures
/s/ William H. Milmoe		10/18/2016
^** Signature of Reporting Person		Date

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 5(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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.