Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 1)*
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Celsius Holdings, Inc. (Name of Issuer) |
Common Stock (Title of Class of Securities) |
15118V207 (CUSIP Number) |
12/31/2024 (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)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 15118V207 |
| 1 | Names of Reporting Persons
William H. Milmoe | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
35,700,901.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
15.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Row 5 and Row 7 consists of 261,245 shares of common stock held by the Reporting Person. Row 6 and Row 8 consists of (a) 23,321,589 shares of common stock held by CD Financial, LLC ("CDF"); (b) 10,800,000 shares of common stock held by GRAT 1, LLC ("GRAT 1") and 1,318,067 shares of common stock held by the estate of Carl DeSantis (the "Estate"). The Reporting Person serves as (a) manager of CDF; (b) a co-trustee of the Carl DeSantis Revocable Trust (the "CDS Trust"), which owns a 99% beneficial interest in CDF; and (c) a co-personal representative of the the Estate, which holds 1,318,067 shares of common stock and owns a 100% beneficial interest in GRAT 1. The Reporting Person has shared voting and dispositive power over the shares of common stock held by CDF and GRAT 1 and the Estate. All calculations of percentage ownership herein are based upon an aggregate of 235,031,452 shares of common stock outstanding as of October 30, 2024, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 6, 2024.
SCHEDULE 13G
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| CUSIP No. | 15118V207 |
| 1 | Names of Reporting Persons
Deborah DeSantis | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| Citizenship or Place of Organization
UNITED STATES
| |||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
29,016,683.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
12.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Row 5 and Row 7 consists of (a) 3,545,167 shares of common stock held by the Reporting Person; and (b) 13,860 shares of common stock held by the Reporting Person's spouse. Row 6 and Row 8 consists of (a) 23,321,589 shares of common stock held by CD Financial, LLC ("CDF"); and (b) 2,136,067 shares of common stock held by the Carl DeSantis Retained Annuity Trust #2 ("Trust #2"). The Reporting Person serves as a co-trustee of each of the CDS Trust and Trust #2 and accordingly, has shared voting and dispositive power over the shares of common stock held by CDF and Trust #2.
SCHEDULE 13G
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| CUSIP No. | 15118V207 |
| 1 | Names of Reporting Persons
Dean DeSantis | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
39,707,088.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
16.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Row 5 and Row 7 consists of 2,131,365 shares of common stock held by the Reporting Person. Row 6 and Row 8 consists of (a) 23,321,589 shares of common stock held by CDF; (b) 10,800,000 shares of common stock held by GRAT I; and (c) 2,136,067 shares of common stock held by the Carl DeSantis Grantor Annuity Trust #2 ("Trust #2"); and (d) 1,318,067 shares of common stock held by the Estate. The Reporting Person serves as a co-trustee of each of the CDS Trust and Trust #2 and as a personal representative of the Estate. Accordingly, the Reporting Person has shared voting and dispositive power over the shares of common stock held by CDF, GRAT I, Trust #2 and the Estate.
SCHEDULE 13G
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| CUSIP No. | 15118V207 |
| 1 | Names of Reporting Persons
CD Financial, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
FLORIDA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
23,321,589.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| CUSIP No. | 15118V207 |
| 1 | Names of Reporting Persons
GRAT 1, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
FLORIDA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
10,800,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
4.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| CUSIP No. | 15118V207 |
| 1 | Names of Reporting Persons
Carl DeSantis Retained Annuity Trust 2 | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
FLORIDA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,136,067.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| CUSIP No. | 15118V207 |
| 1 | Names of Reporting Persons
Estate of Carl DeSantis | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
FLORIDA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
12,118,067.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
5.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Row 5 and Row 7 consists of (a) 1,318,067 shares of common stock held by the Reporting Person and (b) 10,800,000 shares of common stock held by GRAT 1 of which the Reporting Person owns a 100% beneficial interest.
SCHEDULE 13G
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| 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) William H. Milmoe(2) Deborah DeSantis(3) Dean DeSantis(4) CD Financial, LLC(5) GRAT 1, LLC(6) Carl DeSantis Retained Annuity Trust 2(7) Estate of Carl DeSantis | |
| (b) | Address or principal business office or, if none, residence:
The address for William H. Milmoe, Deborah DeSantis, Dean DeSantis, CD Financial, LLC, GRAT 1, LLC, the Carl DeSantis Retained Annuity Trust 2, and the Estate of Carl DeSantis is as follows:190 S.E. Fifth AvenueSuite 200Delray Beach, FL 33483 | |
| (c) | Citizenship:
William H. Milmoe - USADeborah DeSantis - USADean DeSantis - USACD Financial, LLC - FloridaGRAT 1, LLC - FloridaCarl DeSantis Retained Annuity Trust 2 - FloridaEstate of Carl DeSantis - Florida | |
| (d) | Title of class of securities:
Common Stock | |
| (e) | CUSIP No.:
15118V207 | |
| 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 (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
| |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
| |
| (g) | A parent holding company or control person in accordance with § 240.13d-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 (15 U.S.C. 80a-3);
| |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
William H. Milmoe: 35,700,901Deborah DeSantis: 29,016,683Dean DeSantis: 39,707,088CD Financial, LLC: 23,321,589GRAT 1, LLC: 10,800,000Carl DeSantis Retained Annuity Trust 2: 2,136,067Estate of Carl DeSantis: 12,118,067 | |
| (b) | Percent of class:
(1) William H. Milmoe: 15.2%(2) Deborah DeSantis: 12.3%(3) Dean DeSantis: 16.9%(4) CD Financial, LLC: 9.9%(5) GRAT 1, LLC: 4.6%(6) Carl DeSantis Retained Annuity Trust 2: 0.9%(7) Estate of Carl DeSantis: 5.2% %
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
(1) William H. Milmoe: 261,245(2) Deborah DeSantis: 3,559,027(3) Dean DeSantis: 2,131,365(4) CD Financial, LLC: 23,321,589(5) GRAT 1, LLC: 10,800,000(6) Carl DeSantis Retained Annuity Trust 2: 2,136,067(7) Estate of Carl DeSantis: 12,118,067 | ||
| (ii) Shared power to vote or to direct the vote:
(1) William H. Milmoe: 35,439,656(2) Deborah DeSantis: 25,457,656(3) Dean DeSantis: 37,575,723(4) CD Financial, LLC: 0(5) GRAT 1, LLC: 0(6) Carl DeSantis Retained Annuity Trust 2: 0(7) Estate of Carl DeSantis: 0 | ||
| (iii) Sole power to dispose or to direct the disposition of:
(1) William H. Milmoe: 261,245(2) Deborah DeSantis: 3,559,027(3) Dean DeSantis: 2,131,365(4) CD Financial, LLC: 23,321,589(5) GRAT 1, LLC: 10,800,000(6) Carl DeSantis Retained Annuity Trust 2: 2,136,067(7) Estate of Carl DeSantis: 12,118,067 | ||
| (iv) Shared power to dispose or to direct the disposition of:
(1) William H. Milmoe: 35,439,656(2) Deborah DeSantis: 25,457,656(3) Dean DeSantis: 37,575,723(4) CD Financial, LLC: 0(5) GRAT 1, LLC: 0(6) Carl DeSantis Retained Annuity Trust 2: 0(7) Estate of Carl DeSantis: 0 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
The shares of common stock referenced in Item 4, Section 1 above are held of record by William H. Milmoe, Deborah DeSantis, Dean DeSantis, CD Financial, LLC ("CDF"), GRAT1, LLC ("GRAT 1"), the Carl DeSantis Retained Annuity Trust 2 ("Trust #2) and the estate of Carl DeSantis (the "Estate").William H. Milmoe is the manager of CDF and a co-trustee of the Carl DeSantis Revocable Trust (the "CDS Trust"), which owns a 99% beneficial interest in CDF. Dean DeSantis and Deborah DeSantis are the other co-trustees of the CDS Trust.William H. Milmoe and Dean DeSantis are the co-personal representatives of the Estate, which owns a 100% beneficial interest in GRAT 1.Deborah DeSantis and Dean DeSantis are the co-trustees of Trust #2. | ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this st
atement is true, complete and correct.
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Exhibit Information
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99.1: Joint Filing Agreement |