Amended Statement of Changes in Beneficial Ownership (4/a)
June 02 2023 - 6:49PM
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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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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Castaldo Nicholas |
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 _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
2424 NORTH FEDERAL HIGHWAY, SUITE 208 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
10/23/2019 |
(Street)
BOCA RATON, FL 33431 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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
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(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to
satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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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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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) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security (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 | | 55000 (1) | | (2) | 10/23/2029 | Common Stock | 55000 | $0 | 55000 | I | By N.A. Castaldo Separate Property Trust (3) |
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. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Castaldo Nicholas 2424 NORTH FEDERAL HIGHWAY SUITE 208 BOCA RATON, FL 33431 | X |
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Signatures
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/s/ Marcus Sandifer, Attorney-in-Fact Marcus Sandifer, Attorney-in-Fact for Nicholas Castaldo | | 6/2/2023 |
**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 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. |
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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