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^*

LAU Tsz Ho Tony

(Last)

(First)

(Middle)

SUITE 1710, HARBOUR CENTRE

25 HARBOUR ROAD

(Street)

WANCHAI

00000

(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)
06/01/2021

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)
Common Stock	06/01/2021		F	V	34,579⁽¹⁾	A	$3.73	37,676	D
Common Stock	06/01/2021		F	V	61,987⁽²⁾	A	$4.6	99,663	D
Common Stock	06/01/2021		F	V	47,345⁽³⁾	A	$3.48	147,008	D
Common Stock	06/01/2021		F	V	2,992⁽⁴⁾	A	$3.23	150,000	D

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)
Stock Option (Right to Buy)	$3.73	06/01/2021		M			36,666	01/24/2020	01/24/2024	Common Stock	36,666	$0	18,334	D
Stock Option (Right to Buy)	$4.6	06/01/2021		M			66,666	07/26/2019	07/26/2023	Common Stock	66,666	$0	33,334	D
Stock Option (Right to Buy)	$3.48	06/01/2021		M			50,000	01/26/2018	01/16/2022	Common Stock	50,000	$0	0	D
Stock Option (Right to Buy)	$3.23	06/01/2021		M			3,147	10/23/2020	10/23/2024	Common Stock	3,174	$0	51,853	D

Explanation of Responses:

1. Represents a cashless exercise of outstanding stock options to purchase 36,666 shares of common stock. The reporting person received 34,579 shares of common stock and surrendered 2,087 shares of common stock underlying the stock option underlying the stock option in payment of the exercise price.

2. Represents a cashless exercise of outstanding stock options to purchase 66,666 shares of common stock. The reporting person received 61,987 shares of common stock and surrendered 4,679 shares of common stock underlying the stock option underlying the stock option in payment of the exercise price.

3. Represents a cashless exercise of outstanding stock options to purchase 50,000 shares of common stock. The reporting person received 47,345 shares of common stock and surrendered 2,655 shares of common stock underlying the stock option underlying the stock option in payment of the exercise price.

4. Represents a cashless exercise of outstanding stock options to purchase 3,147 shares of common stock. The reporting person received 2,992 shares of common stock and surrendered 155 shares of common stock underlying the stock option underlying the stock option in payment of the exercise price.

	/s/ LAU Tsz Ho Tony	06/15/2021
	** 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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