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