Celsius Holdings, Inc. — Director's Dealing 2018

Jun 6, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Celsius Holdings, Inc. (CELH)
CIK: 0001341766
Period of Report: 2018-02-07

Reporting Person: Milmoe William H. (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-03-28	Common Stock	C	4651163	$0.86	Acquired	15582859	Indirect
2018-03-29	Common Stock	F	47974	$0.22	Acquired	15630833	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-02-07	Stock Option (Right to Buy)	$5.64	A	50000	Acquired	2023-02-07	Common Stock (50000)	Direct
2018-03-28	Series D Convertible Preferred Stock	$0.86	C	4000	Disposed	2020-12-21	Common Stock (4651163)	Indirect
2018-03-29	Stock Option (Right to Buy)	$0.22	M	50000	Disposed	2018-04-09	Common Stock (50000)	Direct

Footnotes

F1: William H. Milmoe is a Manager of CD Financial, LLC which is the holder of record of the 4,651,163 shares of common stock. Represents shares of common stock received by CD Financial, LLC upon conversion of Series D Convertible Preferred Stock.

F2: Represents a "net exercise" of outstanding stock options to purchase 50,000 shares of common stock. The reporting person received 47,974 shares of common stock and surrendered 2,026 shares of common stock underlying the options in payment of the exercise price.

F3: The holder of Series D Convertible Preferred Shares has the right to convert at any time until the applicable expiration date for such shares.

F4: CD Financial, LLC does not hold any shares of Series D Convertible Preferred Stock after the March 28, 2018 conversion.

F5: Represents total stock options held by reporting person as of March 29, 2018.