Statement of Changes in Beneficial Ownership (4)

FORM 4

[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * HARRINGTON KEVIN	2. Issuer Name and Ticker or Trading Symbol Celsius Holdings, Inc. [ CELH ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director                    _____ 10% Owner _____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle) 14044 ICOT BLVD.	3. Date of Earliest Transaction (MM/DD/YYYY) 1/4/2021
(Street) CLEARWATER,, FL 33760 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	1/4/2021		A	V	3097	A	$0 (1)	23808	D
Common Stock	2/9/2021		F	V	15201 (2)	A	$5.64	39009	D
Common Stock	2/9/2021		F	V	17267 (3)	A	$3.73	56276	D
Common Stock	2/9/2021		F	V	17410 (4)	A	$3.23	73686	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$5.64	2/9/2021		M	V		16667	2/7/2019	2/7/2023	Common Stock	16667	$0	0	D
Stock Option (Right to Buy)	$3.73	2/9/2021		M	V		18333	1/24/2020	1/24/2024	Common Stock	18333	$0	13334	D
Stock Option (Right to Buy)	$3.23	2/9/2021		M	V		18333	10/23/2020	10/23/2024	Common Stock	18333	$0	31667	D

Explanation of Responses:
(1)	The reporting person was granted 3,097 shares of common stock under the issuer's 2015 Stock Incentive Plan.
(2)	Represents a cashless exercise of outstanding stock options to purchase 16,667 shares of common stock. The reporting person received 15,201 shares of common stock and surrendered 1,466 shares of common stock underlying the stock option in payment of the exercise price.
(3)	Represents a cashless exercise of outstanding stock options to purchase 18,333 shares of common stock. The reporting person received 17,267 shares of common stock and surrendered 1,066 shares of common stock underlying the stock option in payment of the exercise price.
(4)	Represents a cashless exercise of outstanding stock options to purchase 18,333 shares of common stock. The reporting person received 17,410 shares of common stock and surrendered 923 shares of common stock underlying the stock option in payment of the exercise price.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
HARRINGTON KEVIN 14044 ICOT BLVD. CLEARWATER,, FL 33760	X

Signatures
/s/ Kevin Harrington		6/15/2021
**Signature of Reporting Person		Date