Ownership Submission
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. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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OMB APPROVAL
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OMB Number:3235-0287Expires:January 31, 2005Estimated average burden hours per response...0.5
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1. Name and Address of Reporting Person *
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Milmoe William H.
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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)
_____ Director
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_____ 10% Owner
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_____ Officer (give title below)
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_____ Other (specify below)
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(Last)
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(First)
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(Middle)
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190 S.E. 5TH AVENUE, SUITE 200
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3. Date of Earliest Transaction (Month/Day/Year)
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(Street)
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DELRAY BEACH
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FL
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33483
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4. If Amendment, Date Original Filed(Month/Day/Year)
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6. Individual or Join/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
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2. Transaction Date (Month/Day/Year)
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2A. Deemed Execution Date, if any (Month/Day/Year)
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3. Transaction Code
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4. Securities Acquired (A) or Disposed of (D)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
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6. Ownership Form: Direct (D) or Indirect (I)
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7. Nature of Indirect Beneficial Ownership
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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)
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction Code
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
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8. Price of Derivative Security
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
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11. Nature of Indirect Beneficial Ownership
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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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Expriation Date
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Title
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Amount or Number of Shares
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Reporting Owners
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.
190 S.E. 5TH AVENUE, SUITE 200
DELRAY BEACH, FL33483
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X
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Signatures
/s/ William H. Milmoe
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2024-05-06
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**Signature of Reporting Person
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Date
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Explanation of Responses:
(*)
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If the form is filed by more than one reporting person, see Instruction 5(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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(1)
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The Reporting Person is the manager of CD Financial LLC ("CDF") and a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CDF. CDF is the record holder of the shares of common stock of Celsius Holdings, Inc. ("CELH") which are the subject of this report. The Reporting Person has shared voting and dispositive power with respect to such shares.
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(2)
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Represents shares of common stock of CELH delivered by CDF upon exercise of call options sold to an unaffiliated third-party purchaser on October 25, 2023. Call options represent the right of the option holder to buy, and the obligation of the option seller to sell, the shares subject to the options at the strike price.
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(3)
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Represents shares of common stock of CELH delivered by CDF upon exercise of call options sold to a different unaffiliated third-party purchaser on October 25, 2023. Call options represent the right of the option holder to buy, and the obligation of the option seller to sell, the shares subject to the options at the strike price.
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Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
See Instruction 6 for procedure.Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.