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 FL 33431
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Celsius Holdings, Inc. [ CSUHD ] 		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)
12/01/2009
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)
Code V Amount (A) or (D) Price
Common Stock 01/07/2010 P 0 A $0 500(1) D
Common Stock 12/23/2009 C 434,300 A $1 489,920 I See note 2(2)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series B Preferred Stock $1 12/23/2009 C $434,300 05/01/2009 12/31/2013 Common Stock 434,300 $1,000 0(3) I none
Series A Preferred Stock $1.6 12/31/2009 J(4) 1.1 12/31/2009 02/01/2013 Common Stock 13,750 $1.6 $330,100(6) I see note 5(5)
Convertible note $4.6 12/01/2009 P $100,000(7) 12/01/2009 09/08/2012 Common Stock 21,739 $4.6 $500,000(7) I see note 8(8)
Convertible note $4.8 12/21/2009 P $50,000 12/21/2009 09/08/2012 Common Stock 10,417(7) $4.6 $550,000(10) I see note 9(9)
Explanation of Responses:
1. Showing number of shares owned directly on separate line
2. William Milmoe, an individual, holds beneficial ownership of 10% of the 559,201 shares of common stock, which is held by CD Financial, LLC, and beneficially holds as indicated in Table II) 10% of 4,343,000 shares of common stock, which are held by CDS Ventures of South Florida, LLC, the beneficial ownership of which is held by CD Financial, LLC of which William Milmoe holds 10% beneficial ownership.
3. The amount of 0 derivative securities is only for Series B Preferred Shares, and it does not include other preferred shares or convertible debt
4. Dividend of Series A Convertible Preferred Stock
5. William Milmoe, an individual, holds beneficial ownership of 10% of the $3,301,000 of Series A Convertible Preferred Stock, which are held by CDS Ventures of South Florida, LLC, the beneficial ownership of which is held by CD Financial, LLC of which William Milmoe holds 10% beneficial ownership.
6. The $330,100 of Series A Convertible Preferred Stock is convertible into a maximum of 206,313 shares of common stock.
7. William Milmoe, an individual, holds beneficial ownership of 10% of the convertible debt.
8. William Milmoe, an individual, holds beneficial ownership of 10% of the $1,000,000 convertible debt (which is convertible into common stock as indicated in Table II) which are held by CDS Ventures of South Florida, LLC, the beneficial ownership of which is held by CD Financial, LLC of which William Milmoe holds 10% beneficial ownership.
9. William Milmoe, an individual, holds beneficial ownership of 10% of the $500,000 convertible debt (which is convertible into common stock as indicated in Table II) which are held by CDS Ventures of South Florida, LLC, the beneficial ownership of which is held by CD Financial, LLC of which William Milmoe holds 10% beneficial ownership.
10. In total, William Milmoe is the beneficial owner of 16.505 shares of Series A Convertible Preferred Stock, convertible into a maximum of 206,313 shares of common stock, and he is also the beneficial owner of $550,000 of convertible debt, which at yesterday's market rate of $5.05 would be convertible into 108,911 shares of common stock. The two types of derivative securities totals into 315,224 shares of common stock.
/s/ Jan Norelid 01/07/2010
** 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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