William H. Milmoe - Jul 12, 2023 Form 4 Insider Report for Celsius Holdings, Inc. (CELH)

Role: 10%+ Owner
Signature: /s/ William H. Milmoe
Stock symbol: CELH
Transactions as of: Jul 12, 2023
Transactions value $: -$10,705,000
Form type: 4
Date filed: 7/14/2023, 04:05 PM
Previous filing: Jun 8, 2023
Next filing: Jul 19, 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	-$10.7M	-500K	-100%	$21.41	0	Jul 12, 2023	Common Stock	500K	$210.00	See footnote	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	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.
F2	The Reporting Person is the Manager of CD Financial, LLC ("CD Financial") which owns the shares subject to the call options and has shared voting, but not dispositive power with respect to such shares.
F3	On July 12 2023, CD entered into a call option transaction with an unaffiliated third-party purchaser. Pursuant to the terms of the option transaction, CD sold 500,000 call options referencing 500,000 shares of Celsius Holdings, Inc. ("Celsius") (with expiration and exercise occurring in ten approximately equal components from January 21, 2025 to February 3, 2025). In exchange, CD will receive a cash payment of option premium of $21.41 per option on July 14, 2023.
F4	CD pledged 500,000 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.
F5	The contract provides that the number of shares of Celsius common stock that CD 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, CD 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.