144/A: Filer Information
Filer CIK | 0001443194 |
Filer CCC | XXXXXXXX |
Previous Accession Number Of The Filing | 0001829126-24-000180 |
Is this a LIVE or TEST Filing? | ![]() ![]() |
Submission Contact Information | |
Name | |
Phone | |
E-Mail Address |
Form 144 Filer Information |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144
NOTICE OF PROPOSED SALE OF SECURITIES
PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933 | |
FORM 144/A |
Filer CIK | 0001443194 |
Filer CCC | XXXXXXXX |
Previous Accession Number Of The Filing | 0001829126-24-000180 |
Is this a LIVE or TEST Filing? | ![]() ![]() |
Submission Contact Information | |
Name | |
Phone | |
E-Mail Address |
Name of Issuer | Celsius Holdings, Inc. |
SEC File Number | 001-34611 |
Address of Issuer | 2422 N. Federal Highway Suite 208 Boca Raton FLORIDA 33431 |
Phone | 561-276-2239 |
Name of Person for Whose Account the Securities are To Be Sold | CD Financial, LLC |
See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account
the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given
as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales
for the account of the person filing this notice.
| |
Relationship to Issuer | Affiliate1 |
Title of the Class of Securities To Be Sold | Name and Address of the Broker | Number of Shares or Other Units To Be Sold | Aggregate Market Value | Number of Shares or Other Units Outstanding | Approximate Date of Sale | Name the Securities Exchange |
---|---|---|---|---|---|---|
Common Stock2,3 | Jefferies LLC 520 Madison Avenue New York, NY 10022 | 4000000 | 323800000.00 | 232793007 | 03/01/2024 | NASDAQ |
Title of the Class | Date you Acquired | Nature of Acquisition Transaction | Name of Person from Whom Acquired | Is this a Gift? | Date Donor Acquired | Amount of Securities Acquired | Date of Payment | Nature of Payment * |
---|---|---|---|---|---|---|---|---|
Common Stock acquired upon conversion of Preferred A Stock issued by Celsius Holdings, Inc. | 03/10/2010 | Conversion of Preferred A Stock of Celsius Holdings, Inc. (share numbers reported pre-stock split) | Celsius Holdings, Inc. upon conversion of Preferred A Stock | ![]() | 2103445 | 03/10/2010 | Conversion of Preferred A Stock |
Nothing to Report | ![]() |
Remarks | FN1: The Reporting Person is the manager of CD Financial, LLC ("CDF") and a Trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CDF. FN2: On the date hereof, CDF has entered into an amendment of the share forward contract with Jefferies LLC dated January 12, 2024, which now covers up to a total 4.0 million shares of common stock. As part of the amendment, CDF will pledge to Jefferies LLC an additional 1.0 million shares of common stock, thereby increasing the number of pledged shares under such share forward contract to 4.0 million shares of common stock. The aggregate Market Value reported is based on the opening stock price of $80.95 on the date hereof. FN3: This form 144 amends and supersedes the Form 144 filed on January 12, 2024. The Securities To be Sold section was amended. |
Date of Notice | 03/01/2024 |
ATTENTION: | |
The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date. | |
Signature | /s/ William Milmoe |
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001) |