SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Milmoe William H.

(Last)

(First)

(Middle)

3299 N.W. 2ND AVENUE

(Street)

BOCA RATON

33431

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Celsius Holdings, Inc. [ CELH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/10/2010

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Preferred Stock	03/10/2010		P		0.32⁽¹⁾	A	$20,000	16.83	I	by CDS Ventures of South Florida, LLC
Series A Preferred Stock	03/10/2010		C		16.83⁽²⁾	D	$1.6	0	I	by CDS Ventures of South Florida, LLC
Common Stock	03/10/2010		C		210,345⁽²⁾	A	$1.6	701,064	I	by CDS Ventures of South Florida, LLC, CD Financial, LLC and direct
Common Stock	03/10/2010		C		44.118⁽³⁾	A	$10.2	745,182⁽⁴⁾	I	by CDS Ventures of South Florida, LLC, CD Financial, LLC and direct

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Convertible note	$10.2	03/10/2010		C		$450,000		09/10/2009	09/08/2012	Common Stock	44,118⁽³⁾	$10.2	$200,000	I	by CDS Ventures of South Florida, LLC

Explanation of Responses:

1. 0.32 Series A preferred shares received in accrued dividend at time of conversion

2. CDS Ventures of South Florida converted its total ownership of Series A Convertible Preferred Shares, 168.28 preferred shares, into 2,103,446 shares of common stock, which William Milmoe holds 10% beneficial ownership.

3. CDS Ventures of South Florida, LLC is the owner of $6,500,000 of convertible debt. Of this amount they converted $4,500,000 of debt to 441,176 shares of common stock. The balance of $2,000,000 can be converted into 196,078 shares of common stock. William Milmoe holds 10% beneficial ownership in CDS Ventures of South Florida, LLC.

4. William Milmoe is the beneficial holder of 745,182 shares of common stock. CDS Ventures of South Florida is the owner of 6,887,622 shares of common stock, of which William Milmoe holds 10% beneficial ownership. CD Financial LLC holds 559,201 shares of common stock, of which William Milmoe holds 10% beneficial ownership. William Milmoe holds 500 shares of common stock directly.

	/s/ Jan Norelid	03/12/2010
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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