SEC Form 4 · accession 0001443194-18-000001
Celsius Holdings, Inc. · CELH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
William H. Milmoe
Director
Period of report
Feb 7, 2018
Accepted (ET)
Jun 6, 2018 · 2:21 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001341766
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Mar 28, 2018 | C | 4,651,163 | $0.86 | A | 15,582,859 | I | See Footnote |
| Common StockF2 | Mar 29, 2018 | F | 47,974 | $0.22 | A | 15,630,833 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy) | $5.64 | Feb 7, 2018 | A | 50,000 | A | Feb 7, 2019 | Feb 7, 2023 | Common Stock | 50,000 | 280,000 | D |
| Series D Convertible Preferred StockF4,F1,F3 | $0.86 | Mar 28, 2018 | C | 4,000 | D | — | Dec 21, 2020 | Common Stock | 4,651,163 | 0 | I |
| Stock Option (Right to Buy)F5 | $0.22 | Mar 29, 2018 | M | 50,000 | D | Apr 9, 2014 | Apr 9, 2018 | Common Stock | 50,000 | 230,000 | D |
Explanation of responses
- F1William 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.
- F2Represents 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.
- F3The holder of Series D Convertible Preferred Shares has the right to convert at any time until the applicable expiration date for such shares.
- F4CD Financial, LLC does not hold any shares of Series D Convertible Preferred Stock after the March 28, 2018 conversion.
- F5Represents total stock options held by reporting person as of March 29, 2018.