Celsius Holdings, Inc. — Director's Dealing 2010

Mar 12, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Celsius Holdings, Inc. (CELH)
CIK: 0001341766
Period of Report: 2010-03-10

Reporting Person: Milmoe William H. (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-03-10	Series A Preferred Stock	P	0.32	$20000	Acquired	16.83	Indirect
2010-03-10	Series A Preferred Stock	C	16.83	$1.6	Disposed	0	Indirect
2010-03-10	Common Stock	C	210345	$1.6	Acquired	701064	Indirect
2010-03-10	Common Stock	C	44.118	$10.2	Acquired	745182	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-03-10	Convertible note	$10.2	C		Acquired	2012-09-08	Common Stock (44118)	Indirect

Footnotes

F1: 0.32 Series A preferred shares received in accrued dividend at time of conversion

F2: CDS Ventures of South Florida converted its total ownership of Series A Convertible Preferred Shares, 168.28 preferred shares, into 2,103,446 shares of common stock, which William Milmoe holds 10% beneficial ownership.

F3: CDS Ventures of South Florida, LLC is the owner of $6,500,000 of convertible debt. Of this amount they converted $4,500,000 of debt to 441,176 shares of common stock. The balance of $2,000,000 can be converted into 196,078 shares of common stock. William Milmoe holds 10% beneficial ownership in CDS Ventures of South Florida, LLC.

F4: William Milmoe is the beneficial holder of 745,182 shares of common stock. CDS Ventures of South Florida is the owner of 6,887,622 shares of common stock, of which William Milmoe holds 10% beneficial ownership. CD Financial LLC holds 559,201 shares of common stock, of which William Milmoe holds 10% beneficial ownership. William Milmoe holds 500 shares of common stock directly.