SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

David Toby

(Last)

(First)

(Middle)

190 SE 5TH AVENUE, SUITE 200

(Street)

DELRAY BEACH

33483

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/31/2022

3. Issuer Name and Ticker or Trading Symbol
Celsius Holdings, Inc. [ CELH ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive Vice President

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	31,809⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Options (right to buy)	⁽²⁾	01/30/2024	Common Stock	20,000	$0.34	D
Options (right to buy)	⁽³⁾	02/24/2025	Common Stock	10,000	$1.05	D
Options (right to buy)	⁽⁴⁾	01/04/2026	Common Stock	5,000	$1.97	D
Options (right to buy)	⁽⁵⁾	03/16/2027	Common Stock	10,000	$4.33	D
Options (right to buy)	⁽⁶⁾	02/01/2028	Common Stock	40,000	$5.8	D
Options (right to buy)	⁽⁷⁾	01/24/2029	Common Stock	40,000	$3.73	D
Options (right to buy)	⁽⁸⁾	10/23/2029	Common Stock	70,000	$3.23	D

Explanation of Responses:

1. As of the date of this filing, the amount includes 12,600 unvested RSUs.

2. The option agreement provides that the option becomes exercisable on the first anniversary of the option's grant date. The option was granted on January 30, 2014.

3. The option agreement provides that the option becomes exercisable in three equal annual installments beginning on the first anniversary of the option's grant date. The option was granted on February 24, 2015.

4. The option agreement provides that the option becomes exercisable in three equal annual installments beginning on the first anniversary of the option's grant date. The option was granted on January 4, 2016.

5. The option agreement provides that the option becomes exercisable in three equal annual installments beginning on the first anniversary of the option's grant date. The option was granted on March 16, 2017.

6. The option agreement provides that the option becomes exercisable in three equal annual installments beginning on the first anniversary of the option's grant date. The option was granted on February 1, 2018.

7. The option agreement provides that the option becomes exercisable in three equal annual installments beginning on the first anniversary of the option's grant date. The option was granted on January 24, 2019.

8. The option agreement provides that the option becomes exercisable in three equal annual installments beginning on the first anniversary of the option's grant date. The option was granted on October 23, 2019.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Toby David	08/24/2023
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.