Docoh
Loading...

CELH Celsius

Filed: 24 Jun 21, 8:00pm

 

 

 

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

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

 

(Amendment No. 5)*

 

Celsius Holdings, Inc.
(Name of Issuer)
 
Common Stock
(Title of Class of Securities)
 
155118V207
(CUSIP Number)
 
June 14, 2021
(Date of Event which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

 Rule 13d-1(b)

 

 Rule 13d-1(c)

 

 Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 

 

SCHEDULE 13G

 

CUSIP No. 155118V207 

 

1Names of Reporting Persons
Carl DeSantis
2Check the appropriate box if a member of a Group (see instructions)
(a) ☐
(b) ☐
3Sec Use Only
 
4Citizenship or Place of Organization
USA

Number of
Shares
Beneficially
Owned by Each
Reporting
Person With:

 

5Sole Voting Power
11,370,000
6Shared Voting Power
7,810,842
7Sole Dispositive Power
19,150,842
8Shared Dispositive Power
0

9Aggregate Amount Beneficially Owned by Each Reporting Person
19,180,842 (1)
10Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11Percent of class represented by amount in row (9)
26.58%
12Type of Reporting Person (See Instructions)
IN

 

(1)Consists of (a) 3,920,531 shares of common stock held by CD Financial, LLC, (b) 3,860,311 shares of common stock held by CDS Ventures of South Florida, LLC, (c) 870,000 shares of common stock held by the Carl DeSantis Revocable Trust, (d) 10,500,000 shares of common stock held by the Carl DeSantis Retained Annuity Trust and (e) 30,000 shares of common stock held by the Carl Angus DeSantis Foundation. Carl DeSantis owns a beneficial interest of 100% in CD Financial, LLC and CDS Ventures of South Florida, LLC. Mr. DeSantis serves as trustee of the Carl DeSantis Revocable Trust and the Carl DeSantis Retained Annuity Trust and as a Director of the Carl Angus DeSantis Foundation.

 

2

 

 

CUSIP No. 155118V207 

 

1Names of Reporting Persons
William H. Milmoe
2Check the appropriate box if a member of a Group (see instructions)
(a) ☐
(b) ☐
3Sec Use Only
 
4Citizenship or Place of Organization
USA

Number of
Shares
Beneficially
Owned by Each
Reporting
Person With:

 

5Sole Voting Power
200,069(2)
6Shared Voting Power
7,810,842 (3)
7Sole Dispositive Power
200,069
8Shared Dispositive Power
30,000(4)

9Aggregate Amount Beneficially Owned by Each Reporting Person
8,010,911
10Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11Percent of class represented by amount in row (9)
11.08%
12Type of Reporting Person (See Instructions)
IN

  

(2)Includes 45,069 shares of common stock held of record by William H. Milmoe and 155,000 shares of common stock issuable upon the exercise of stock options that are exercisable within 60 days of June 14, 2021.
(3)William H. Milmoe serves as Manager of CD Financial, LLC and CDS Ventures of South Florida, LLC, the entities that hold record title to such shares.
(4)Mr. Milmoe serves as a Director of the Carl Angus DeSantis Foundation which holds title to such shares.

 

3

 

 

CUSIP No. 155118V207 

 

1Names of Reporting Persons
CD Financial, LLC
2Check the appropriate box if a member of a Group (see instructions)
(a) ☐
(b) ☐
3Sec Use Only
 
4Citizenship or Place of Organization
Florida

Number of
Shares
Beneficially
Owned by Each
Reporting
Person With:

 

5Sole Voting Power
3,920,531
6Shared Voting Power
0
7Sole Dispositive Power
3,920,531
8Shared Dispositive Power
0

9Aggregate Amount Beneficially Owned by Each Reporting Person
3,920,531
10Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11Percent of class represented by amount in row (9)
5.43%
12Type of Reporting Person (See Instructions)
OO

  

4

 

 

CUSIP No. 155118V207 

 

1Names of Reporting Persons
CDS Ventures of South Florida, LLC
2Check the appropriate box if a member of a Group (see instructions)
(a) ☐
(b) ☐
3Sec Use Only
 
4Citizenship or Place of Organization
Florida

Number of
Shares
Beneficially
Owned by Each
Reporting
Person With:

 

5Sole Voting Power
3,860,311
6Shared Voting Power
0
7Sole Dispositive Power
3,860,311
8Shared Dispositive Power
0

9Aggregate Amount Beneficially Owned by Each Reporting Person
3,860,311
10Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11Percent of class represented by amount in row (9)
5.35%
12Type of Reporting Person (See Instructions)
OO

 

5

 

 

CUSIP No. 155118V207 

 

1Names of Reporting Persons
Carl DeSantis Revocable Trust
2Check the appropriate box if a member of a Group (see instructions)
(a) ☐
(b) ☐
3Sec Use Only
 
4Citizenship or Place of Organization
Florida

Number of
Shares
Beneficially
Owned by Each
Reporting
Person With:
5Sole Voting Power
870,000
6Shared Voting Power
0
7Sole Dispositive Power
870,000
8Shared Dispositive Power
0

9Aggregate Amount Beneficially Owned by Each Reporting Person
870,000
10Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11Percent of class represented by amount in row (9)
1.2%
12Type of Reporting Person (See Instructions)
OO

 

6

 

 

CUSIP No. 155118V207 

 

1Names of Reporting Persons
Carl DeSantis Retained Annuity Trust
2Check the appropriate box if a member of a Group (see instructions)
(a) ☐
(b) ☐
3Sec Use Only
 
4Citizenship or Place of Organization
Florida

Number of
Shares
Beneficially
Owned by Each
Reporting
Person With:
5Sole Voting Power
10,500,000
6Shared Voting Power
0
7Sole Dispositive Power
10,500,000
8Shared Dispositive Power
0

9Aggregate Amount Beneficially Owned by Each Reporting Person
10,500,000
10Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11Percent of class represented by amount in row (9)
14.55%
12Type of Reporting Person (See Instructions)
OO

 

7

 

 

CUSIP No. 155118V207 

 

1Names of Reporting Persons
Carl Angus DeSantis Foundation
2Check the appropriate box if a member of a Group (see instructions)
(a) ☐
(b) ☐
3Sec Use Only
 
4Citizenship or Place of Organization
Florida

Number of
Shares
Beneficially
Owned by Each
Reporting
Person With:
5Sole Voting Power
30,000
6Shared Voting Power
0
7Sole Dispositive Power
30,000
8Shared Dispositive Power
0

9Aggregate Amount Beneficially Owned by Each Reporting Person
30,000
10Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11Percent of class represented by amount in row (9)
Less than one percent
12Type of Reporting Person (See Instructions)
OO

 

8

 

 

Item 1. 

 

(a)Name of Issuer:

Celsius Holdings, Inc.

 

(b)Address of Issuer’s Principal Executive Offices:

2424 North Federal Highway, Suite 208

Boca Raton, Florida 33431

 

Item 2. 

 

(a)Name of Person Filing:

 

 (1)Carl DeSantis

 

 (2)William H. Milmoe

 

 (3)CD Financial, LLC

 

 (4)CDS Ventures of South Florida, LLC

 

(5)Carl DeSantis Revocable Trust

 

(6)Carl DeSantis Retained Annuity Trust

 

(7)Carl Angus DeSantis Foundation

 

(b)Address of Principal Business Office or, if None, Residence:

The address for Carl DeSantis, William H. Milmoe, CD Financial, LLC, CDS Ventures of South Florida, LLC, the Carl DeSantis Revocable Trust, the Carl DeSantis Retained Annuity Trust and the Carl Angus DeSantis Foundation is as follows:

 

3299 NW Second Avenue

Boca Raton, FL 33431

 

(c)Citizenship or Place of Organization:

Carl DeSantis – USA

 

William H. Milmoe - USA

 

CD Financial, LLC – Florida

 

CDS Ventures of South Florida, LLC – Florida

 

Carl DeSantis Revocable Trust – Florida

 

Carl DeSantis Retained Annuity Trust – Florida

 

Carl Angus DeSantis Foundation - Florida

 

(d)Title and Class of Securities:

Common Stock

 

(e)CUSIP No.:

155118V207

 

Item 3.If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

 (a)Broker or dealer registered under Section 15 of the Act;

 

 (b)Bank as defined in Section 3(a)(6) of the Act;

 

 (c)Insurance company as defined in Section 3(a)(19) of the Act;

 

 (d)Investment company registered under Section 8 of the Investment Company Act of 1940;

 

 (e)An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

 

9

 

 

 (f)An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

 

 (g)A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

 

 (h)A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

 (i)A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940;

 

 (j)A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);

 

 (k)Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____

 

Item 4. Ownership

 

(1) Carl DeSantis

 

(a)Amount Beneficially Owned: 19,180,842

 

(b)Percent of Class: 26.58%*

 

(c)Number of shares as to which such person has:

 

 (i)Sole power to vote or to direct the vote: 11,370,000

 

 (ii)Shared power to vote or to direct the vote: 7,810,842

 

 (iii)Sole power to dispose or to direct the disposition of: 19,150,842

 

 (iv)Shared power to dispose or to direct the disposition of: 30,000

 

(2) William H. Milmoe

 

(a)Amount Beneficially Owned: 8,010,911

 

(b)Percent of Class: 11.08%*

 

(c)Number of shares as to which such person has:

 

 (i)Sole power to vote or to direct the vote: 200,069

 

 (ii)Shared power to vote or to direct the vote: 7,810,842

 

 (iii)Sole power to dispose or to direct the disposition of: 200,069

 

 (iv)Shared power to dispose or to direct the disposition of: 30,000

 

(3) CD Financial, LLC

 

(a)Amount Beneficially Owned: 3,920,531

 

(b)Percent of Class: 5.43%*

  

(c) Number of shares as to which such person has:

 

 (i)Sole power to vote or to direct the vote: 3,920,531

 

 (ii)Shared power to vote or to direct the vote: 0

 

 (iii)Sole power to dispose or to direct the disposition of: 3,920,531

 

 (iv)Shared power to dispose or to direct the disposition of: 0

 

10

 

 

(4) CDS Ventures of South Florida, LLC

 

(a)Amount Beneficially Owned: 3,860,311

 

(b)Percent of Class: 5.35%*

 

(c)Number of shares as to which such person has:

 

 (i)Sole power to vote or to direct the vote: 3,860,311

 

 (ii)Shared power to vote or to direct the vote: 0

 

 (iii)Sole power to dispose or to direct the disposition of: 3,860,311

 

 (iv)Shared power to dispose or to direct the disposition of: 0

 

(5) Carl DeSantis Revocable Trust

 

(a)Amount Beneficially Owned: 870,000

 

(b)Percent of Class: 1.2%*

 

(c)Number of shares as to which such person has:

 

 (i)Sole power to vote or to direct the vote: 870,000

 

 (ii)Shared power to vote or to direct the vote: 0

 

 (iii)Sole power to dispose or to direct the disposition of: 870,000

 

 (iv)Shared power to dispose or to direct the disposition of: 0

 

(6) Carl DeSantis Retained Annuity Trust

 

(a)Amount Beneficially Owned: 10,500,000

 

(b)Percent of Class: 14.55%*

 

(c)Number of shares as to which such person has:

 

 (i)Sole power to vote or to direct the vote: 10,500,000

 

 (ii)Shared power to vote or to direct the vote: 0

 

 (iii)Sole power to dispose or to direct the disposition of: 10,500,000

 

 (iv)Shared power to dispose or to direct the disposition of: 0

 

 

(7) Carl Angus DeSantis Foundation

 

(a)Amount Beneficially Owned: 30,000

 

(b)Percent of Class: Less than one percent*

 

(c)Number of shares as to which such person has:

 

 (i)Sole power to vote or to direct the vote: 30,000

 

 (ii)Shared power to vote or to direct the vote: 0

 

 (iii)Sole power to dispose or to direct the disposition of: 30,000

 

 (iv)Shared power to dispose or to direct the disposition of: 0

 

*All calculations of percentage ownership herein are based upon an aggregate of 72,163,198 shares of common stock outstanding as of May 12, 2021, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 13, 2021.

  

11

 

 

Item 5.

Ownership of Five Percent or Less of a Class.

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.

 

Item 6.Ownership of more than Five Percent on Behalf of Another Person.

 

N/A

 

Item 7.Identification and classification of the subsidiary which acquired the security being reported on by the parent holding company or control person.

 

The shares of common stock referenced in Item 4, Section 1 above are held of record by CD Financial, LLC (“CD Financial”), CDS Ventures of South Florida, LLC (“CDS”), the Carl DeSantis Revocable Trust and the Carl DeSantis Retained Annuity Trust. Carl De Santis is the owner of a one hundred percent interest in CD Financial and CDS, and William H. Milmoe serves as Manager of CD Financial and CDS. Mr. DeSantis serves as trustee of the Carl DeSantis Revocable Trust and the Carl DeSantis Retained Annuity Trust.

 

Item 8.Identification and classification of members of the group.

 

N/A

 

Item 9.Notice of Dissolution of Group.

 

N/A

 

Item 10.Certifications.

 

N/A

 

12

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: June 24, 2021

 

 /s/ Carl DeSantis
 Carl DeSantis
  
 /s/ William H. Milmoe
 William H. Milmoe
  
 CD Financial, LLC
  
 /s/ William H. Milmoe
 William H. Milmoe, Manager
  
 CDS Ventures of South Florida, LLC
  
 /s/ William H. Milmoe
 William H. Milmoe, Manager
 

 

Carl DeSantis Revocable Trust

 

 /s/ Carl DeSantis
 Carl DeSantis, Trustee
  
 Carl DeSantis Retained Annuity Trust
  
 /s/ Carl DeSantis
 

Carl DeSantis, Trustee

 

Carl Angus DeSantis Foundation

  
 /s/ William H. Milmoe
 William H. Milmoe, Director

 

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of this filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

 

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).

 

13

 

 

JOINT FILING AGREEMENT

 

Pursuant to Rule 13d-1(k)(1) promulgated under the Securities and Exchange Act of 1934, as amended, the undersigned agree that the Statement on Schedule 13G to which this exhibit is attached is filed on behalf of each of them. Each of them is individually eligible to use Schedule 13G to which this exhibit is attached. Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

 

IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of June 24, 2021.

 

 /s/ Carl DeSantis
 Carl DeSantis
  
 /s/ William H. Milmoe
 William H. Milmoe
  
 CD Financial, LLC
  
 /s/ William H. Milmoe
 William H. Milmoe, Manager
  
 CDS Ventures of South Florida, LLC
  
 /s/ William H. Milmoe
 William H. Milmoe, Manager
  
 Carl DeSantis Revocable Trust
  
 /s/ Carl DeSantis
 Carl DeSantis, Trustee
  
 Carl DeSantis Retained Annuity Trust
  
 /s/ Carl DeSantis
 

Carl DeSantis, Trustee

 

Carl Angus DeSantis Foundation

 

 /s/ William H. Milmoe
 William H. Milmoe, Director

 

14