Statement of Changes in Beneficial Ownership (4)
September 12 2019 - 5:42PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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Milmoe William H. |
2. Issuer Name and Ticker or Trading Symbol
Celsius Holdings, Inc.
[
CELH
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
3299 N.W. 2ND AVENUE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
1/17/2019
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(Street)
BOCA RATON, FL 33431
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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1/17/2019
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F
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V
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39011 (1)
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A
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$0.8
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21475906
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I
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See Footnote (2)
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Common Stock
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9/12/2019
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P
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500000
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A
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$3.6
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21975906
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I
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See Footnote (2)
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Common Stock
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9/12/2019
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C
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V
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1492385 (3)
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A
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$3.39
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23468291
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I
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See Footnote (2)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code (Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)
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8. Price of Derivative Security (Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Option (Right to Buy)
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$0.8
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1/17/2019
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M
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V
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50000
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4/24/2015
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4/24/2019
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Common Stock
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50000
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$0
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180000
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D
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Stock Option (Right to Buy)
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$3.73
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1/24/2019
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A
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V
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50000
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(4)
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1/24/2029
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Common Stock
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50000
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$0
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230000
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D
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Convertible Note
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$3.39
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9/12/2019
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C
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V
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1492385
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12/14/2018
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12/14/2020
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Common Stock
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1492385
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$5000000
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0
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I
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Holder of convertible note was CD Financial, LLC
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Explanation of Responses:
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(1)
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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.
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(2)
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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.
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(3)
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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.
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(4)
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The stock options vest in three equal installments beginning on January 24, 2020.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Milmoe William H. 3299 N.W. 2ND AVENUE BOCA RATON, FL 33431
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X
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X
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Signatures
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/s/ William H. Milmoe
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9/12/2019
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**Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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**
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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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Note:
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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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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.
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