SEC Form 4 · accession 0001209191-15-022291
Callaway Golf Co · CALY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Oliver G Brewer III
Officer — President and CEO · Director
Period of report
Mar 2, 2015
Accepted (ET)
Mar 4, 2015 · 4:50 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000837465
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Mar 2, 2015 | M | 100,000 | $6.48 | A | 120,000 | D | |
| Common StockF1,F2 | Mar 2, 2015 | D | 100,000 | $9.06 | D | 20,000 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Appreciation Rights (SARs)F3 | $6.48 | Mar 2, 2015 | M | 100,000 | D | — | Mar 5, 2017 | Common Stock | 100,000 | 700,000 | D |
Explanation of responses
- F1The reported transactions occurred pursuant to the terms of a trading plan agreement entered into on February 17, 2015. The trading plan agreement is intended to comply with Rule 10b5-1(c) under the Securities Exchange Act of 1934.
- F2The Stock Appreciation Rights (SARs) were settled in cash as per the terms of the award. For reporting purposes, however, the transaction is deemed to be a simultaneous acquisition and disposition of the underlying common stock and is reflected as such in this report.
- F3These Stock Appreciation Rights (SARs) vest as follows: 1/3 of the SARs vested on March 5, 2013; 1/3 of the SARs vested on March 5, 2014; and 1/3 of SARs vest on March 5, 2015.