SEC Form 4 · accession 0001209191-16-095422
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
Feb 1, 2016
Accepted (ET)
Feb 3, 2016 · 5:38 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 | Feb 1, 2016 | M | 104,588 | $0.00 | A | 270,309 | D | |
| Common StockF3 | Feb 1, 2016 | F | 39,616 | $8.64 | D | 230,693 | D | |
| Common StockF1,F2 | Feb 2, 2016 | M | 45,294 | $0.00 | A | 275,987 | D | |
| Common StockF3 | Feb 2, 2016 | F | 22,969 | $8.52 | D | 253,018 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF4,F6,F2,F5 | $0.00 | Feb 1, 2016 | M | 104,589 | D | — | — | Common Stock | 104,589 | 0 | D |
| Restricted Stock UnitsF4,F8,F2,F7 | $0.00 | Feb 2, 2016 | M | 45,295 | D | — | — | Common Stock | 45,295 | 90,589 | D |
Explanation of responses
- F1Represents the number of shares of common stock issued upon the vesting of a restricted stock unit ("RSU") plus the number of shares of common stock accrued with respect to such vested portion of the RSU as a result of dividend equivalent rights paid by the Company pursuant to the terms of the award, less fractional shares, which were paid in cash upon settlement.
- F2RSUs convert into common stock on a one-for-one basis.
- F3Represents the number of shares of common stock withheld by the Company to satisfy tax withholding requirements in connection with the RSU vesting.
- F4Represents the number of shares of common stock issued upon the vesting of an RSU plus the number of shares of common stock accrued with respect to such vested portion of the RSU as a result of dividend equivalent rights paid by the Company pursuant to the terms of the award.
- F5On February 1, 2013, the reporting person was granted 103,029 RSUs that vest in full on the third anniversary of the grant date.
- F6Represents only the RSUs granted on February 1, 2013 and does not include other RSUs with different vesting terms.
- F7On February 2, 2015, the reporting person was granted 135,294 RSUs that vest in three equal annual installments beginning on the first anniversary of the grant date.
- F8Represents only the RSUs granted on February 2, 2015 and does not include other RSUs with different vesting terms.