4//SEC Filing
DESANTIS CARL 4
Accession 0001829126-23-004700
CIK 0001341766other
Filed
Jul 13, 8:00 PM ET
Accepted
Jul 14, 4:05 PM ET
Size
7.5 KB
Accession
0001829126-23-004700
Insider Transaction Report
Form 4
DESANTIS CARL
10% Owner
Transactions
- Sale
Calls
2023-07-12$21.41/sh−500,000$10,705,000→ 0 total(indirect: See footnote)Exercise: $210.00→ Common Stock (500,000 underlying)
Footnotes (5)
- [F1]Calls represent the right of the option holder to buy, and the obligation of the option seller to sell, the shares subject to the options at the strike price.
- [F2]Carl DeSantis owns a beneficial interest of 100% in CD Financial, LLC ("CD").
- [F3]On July 12 2023, CD entered into a call option transaction with an unaffiliated third-party purchaser. Pursuant to the terms of the option transaction, CD sold 500,000 call options referencing 500,000 shares of Celsius Holdings, Inc. ("Celsius") (with expiration and exercise occurring in ten approximately equal components from January 21, 2025 to February 3, 2025). In exchange, CD will receive a cash payment of option premium of $21.41 per option on July 14, 2023.
- [F4]CD pledged 500,000 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.
- [F5]The contract provides that the number of shares of Celsius common stock that CD would be obligated to sell 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 "Valuation Price") is less than or equal to the strike price of the options, the options will expire worthless and no shares will be sold; (b) if such Valuation Price is greater than the strike price, the relevant options will be automatically exercised, CD will either (x) deliver to the buyer the number of shares subject to the applicable component in exchange for payment of a purchase price per share equal to the strike price or (y) pay in cash an amount per share equal to the excess of such Valuation Price over the strike price.
Documents
Issuer
Celsius Holdings, Inc.
CIK 0001341766
Entity typeother
Related Parties
1- filerCIK 0001102948
Filing Metadata
- Form type
- 4
- Filed
- Jul 13, 8:00 PM ET
- Accepted
- Jul 14, 4:05 PM ET
- Size
- 7.5 KB