Celsius (CELH) Form 4 Celsius / CARL DESANTIS ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

DESANTIS CARL

(Last) (First) (Middle)

109 SE FIFTH AVE. 2ND FLOOR

(Street)

DELRAY BEACH FL 33483

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Celsius Holdings, Inc. [ CELH ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/22/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		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: 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
Forward sale contract (obligation to sell)	(2)(3)(4)	11/22/2022		J/K		600,000		(2)(3)(4)	(2)(3)(4)	Common Stock	600,000	$0	600,000	I	Footnote(1)

Explanation of Responses:

1. GRAT 1, LLC is wholly owned by the Carl DeSantis Retained Annuity Trust, for which Mr. Carl DeSantis (the reporting person) is the trustee.

2. On November 22, 2022, GRAT 1, LLC entered a prepaid variable forward sale contract with an unaffiliated third-party purchaser. The contract obligates GRAT 1, LLC to deliver to the purchaser up to 600,000 shares of Celsius Holdings, Inc. ("Celsius") common stock (or, at GRAT 1, LLC's election, an equivalent amount of cash based on the market price of Celsius common stock) at the maturity of the contract (occurring in thirty approximately equal components from November 12, 2025 to December 5, 2025). In exchange for assuming this obligation, GRAT 1, LLC received a cash payment of $47,371,440.30 as of November 25, 2022.

3. The reporting person pledged 600,000 shares of Celsius common stock (the "Pledged Shares") to secure its obligations under the contract and retained dividend and voting rights in the Pledged Shares during the term of the pledge. The contract provides that the number of shares of Celsius common stock that GRAT 1, LLC would be obligated to deliver to the purchaser in respect of each maturity date would be determined as follows: (a) if the volume-weighted average price of Celsius common stock on the designated valuation date for the applicable component (each, a "Settlement Price") is less than or equal to $83.3027 (the "Floor Price"), GRAT 1, LLC will deliver to the buyer all of the Pledged Shares for the applicable component;

4. (b) if such Settlement Price is greater than the Floor Price but less than or equal to $111.0702 (the "Cap Price), GRAT 1, LLC will deliver to the buyer the number of shares equal to one hundred percent (100%) of the Pledged Shares for the applicable component multiplied by a fraction, the numerator of which is the Floor Price and the denominator of which is such Settlement Price and; (c) if such Settlement Price is greater than the Cap Price, GRAT 1, LLC will deliver to the buyer the number of shares equal to one hundred percent (100%) of Pledged Shares for the applicable component multiplied by a fraction, the numerator of which is the Floor Price plus the excess of such Settlement Price over the Cap Price, and the denominator of which is such Settlement Price.

	/s/ Carl DeSantis as trustee on behalf of the Carl DeSantis Retained Annuity Trust	11/28/2022
	** 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 Number.