0001829126-23-004005.txt : 20230608
0001829126-23-004005.hdr.sgml : 20230608
20230608161521
ACCESSION NUMBER: 0001829126-23-004005
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230606
FILED AS OF DATE: 20230608
DATE AS OF CHANGE: 20230608
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Milmoe William H.
CENTRAL INDEX KEY: 0001443194
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34611
FILM NUMBER: 231002083
MAIL ADDRESS:
STREET 1: 3299 N.W. 2ND AVENUE
CITY: BOCA RATON
STATE: FL
ZIP: 33431
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Celsius Holdings, Inc.
CENTRAL INDEX KEY: 0001341766
STANDARD INDUSTRIAL CLASSIFICATION: BOTTLED & CANNED SOFT DRINKS CARBONATED WATERS [2086]
IRS NUMBER: 202745790
STATE OF INCORPORATION: NV
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 2424 N. FEDERAL HWY
STREET 2: SUITE 208
CITY: BOCA RATON
STATE: FL
ZIP: 33431
BUSINESS PHONE: 786-202-1265
MAIL ADDRESS:
STREET 1: 2424 N. FEDERAL HWY
STREET 2: SUITE 208
CITY: BOCA RATON
STATE: FL
ZIP: 33431
FORMER COMPANY:
FORMER CONFORMED NAME: VECTOR VENTURES CORP.
DATE OF NAME CHANGE: 20051018
4
1
ownership.xml
FORM 4
X0407
4
2023-06-06
0
0001341766
Celsius Holdings, Inc.
CELH
0001443194
Milmoe William H.
190 SE 5TH AVENUE, SUITE 200
DELRAY BEACH,
FL
33483
0
0
1
0
0
Forward sale contract (obligation to sell)
2023-06-06
4
J
1
1000000
0
A
Common Stock
1000000
1000000
I
Footnote
The Reporting Person is the Manager of CD Financial, LLC ("CD") and has shared voting, but not dispositive power with respect to the shares listed.
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.
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;
(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.
/s/ William H. Milmoe
2023-06-08