Form 4: Dean DeSantis Settles First Three Tranches of Prepaid Variable Forward Sale Transaction
SEC Form 4
Dean DeSantis, as trustee, settled the first three tranches of a prepaid variable forward sale transaction involving Celsius Holdings, Inc. common stock.
Summary
- Dean DeSantis, as trustee of the Carl DeSantis Revocable Trust, settled the first three tranches of a prepaid variable forward sale transaction (VPF) on May 7, 2025, May 8, 2025, and May 9, 2025.
- The VPF was initially entered into on July 5, 2022, with an unaffiliated third-party buyer.
- The settlement involved the delivery of Celsius Holdings, Inc. (CELH) common stock.
- The contract obligated CD Financial LLC (CDF), in which the trust owns a 99% beneficial interest, to deliver up to 259,800 shares per tranche, adjusted for stock splits.
- The delivery occurred T+1 following the maturity of each tranche, which occurred in twenty approximately equal tranches from May 6, 2025, to June 3, 2025.
- The number of shares delivered per tranche was determined by a formula based on the volume-weighted average price of CELH common stock on the maturity date (Settlement Price) compared to a Floor Price of $19.6784 and a Cap Price of $26.2379.
- Since the Settlement Price was greater than the Cap Price on each of May 6-May 8, 2025, CDF transferred a portion of the pledged shares according to the formula.
- Following the reported transactions, the number of indirectly beneficially owned shares are 23,111,347 on 05/07/2025, 22,899,727 on 05/08/2025, and 22,687,866 on 05/09/2025.
Sentiment
Score: 5
Explanation: The document describes a routine transaction related to a pre-existing agreement. It doesn't contain information that would significantly shift investor sentiment positively or negatively.
Future Outlook
The remaining tranches of the VPF will be settled between May 6, 2025, and June 3, 2025.
Industry Context
This filing reflects a specific transaction related to a major shareholder's investment strategy and doesn't necessarily indicate broader industry trends. However, it does highlight the use of sophisticated financial instruments like prepaid variable forward sales to manage equity positions.
Stakeholder Impact
- The settlement of the VPF tranches may have a minor impact on the float and trading volume of CELH shares.
Next Steps
- The remaining tranches of the prepaid variable forward sale transaction will be settled between May 6, 2025, and June 3, 2025.
Key Dates
| Date | Description |
|---|---|
| 2022-07-05 | Date the prepaid variable forward sale transaction (VPF) was entered into. |
| 2025-05-06 | Start date of the twenty approximately equal tranches maturity. |
| 2025-05-07 | Date of the first tranche settlement. |
| 2025-05-08 | Date of the second tranche settlement. |
| 2025-05-09 | Date of the third tranche settlement and filing date of the Form 4. |
| 2025-06-03 | End date of the twenty approximately equal tranches maturity. |
Keywords
Celsius Holdings, CELH, Dean DeSantis, Prepaid Variable Forward Sale, VPF, Stock Settlement, CD Financial LLC, Carl DeSantis Revocable Trust, Beneficial Ownership, Form 4
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