Carl Desantis - Jun 6, 2023 Form 4 Insider Report for Celsius Holdings, Inc. (CELH)

Role
10%+ Owner
Signature
/s/ Carl DeSantis
Stock symbol
CELH
Transactions as of
Jun 6, 2023
Transactions value $
$0
Form type
4
Date filed
6/8/2023, 04:15 PM
Previous filing
Jun 2, 2023
Next filing
Jul 14, 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 Forward sale contract (obligation to sell) Other $0 +1M $0.00 1M Jun 6, 2023 Common Stock 1M Footnote F1, F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Carl DeSantis owns a beneficial interest of 100% in CD Financial, LLC ("CD").
F2 On June 6, 2023, CD entered a prepaid variable forward sale contract with an unaffiliated third-party purchaser. The contract obligates CD to deliver to the purchaser up to 1,000,000 shares of Celsius Holdings, Inc. ("Celsius") common stock (or, at CD's election, an equivalent amount of cash based on the market price of Celsius common stock) at the maturity of the contract (occurring in twenty approximately equal components from July 6, 2026 to July 31, 2026. In exchange for assuming this obligation, CD will receive a cash payment of $113,087,933 on June 8, 2023.
F3 CD pledged 1,000,000 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 CD 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 $124.8824 (the "Floor Price"), CD will deliver to the buyer all of the Pledged Shares for the applicable component;
F4 (b) if such Settlement Price is greater than the Floor Price but less than or equal to $180.3857 (the "Cap Price"), CD 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, CD 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.