Carl Desantis - Apr 20, 2023 Form 4 Insider Report for Celsius Holdings, Inc. (CELH)

Role: 10%+ Owner
Signature: /s/ Carl DeSantis
Stock symbol: CELH
Transactions as of: Apr 20, 2023
Transactions value $: -$6,313,675
Form type: 4
Date filed: 4/21/2023, 04:05 PM
Previous filing: Apr 18, 2023
Next filing: Jun 2, 2023

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	CELH	Calls	Sale	-$6.31M	-710K	-100%	$8.89^*	0	Apr 20, 2023	Common Stock	710K	$100.00	FN	F1, F2, F3, F4, F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Carl DeSantis is a director and a sole voting member of the Carl Angus DeSantis Foundation, Inc. ("CAD Foundation"), which owns the shares subject to the call options.
F2	On April 20, 2023, CAD Foundation entered into a call option transaction with an unaffiliated third-party purchaser. Pursuant to the terms of the option transaction, CAD Foundation sold 710,000 call options referencing 710,000 shares of Celsius Holdings, Inc. ("Celsius") (with expiration and exercise occurring in ten approximately equal components from October 31, 2023 to November 13, 2023). In exchange, CAD Foundation will receive a cash payment of option premium of $8.8925 per option on April 24, 2023.
F3	CAD Foundation pledged 710,000 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.
F4	Calls 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.
F5	The call contract provides that the number of shares of Celsius common stock that CAD Foundation would be obligated to sell 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 "Valuation Price") is less than or equal to the strike price of the options, the options will expire worthless and no shares will be sold; (b) if such Valuation Price is greater than the strike price, the relevant options will be automatically exercised, CAD Foundation will either (x) deliver to the buyer the number of shares subject to the applicable component in exchange for payment of a purchase price per share equal to the strike price or (y) pay in cash an amount per share equal to the excess of such Valuation Price over the strike price.