SEC Form 4 · accession 0001209191-17-004965
Callaway Golf Co · CALY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jennifer L. Thomas
Officer — Chief Accounting Officer
Period of report
Jan 18, 2017
Accepted (ET)
Jan 20, 2017 · 5:35 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000837465
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance Stock UnitF2,F3,F1 | — | Jan 18, 2017 | A | 3,136 | A | — | — | Common Stock | 3,136 | 3,136 | D |
Explanation of responses
- F1Each Performance Stock Unit represents a contingent right to receive one share of common stock, subject to the achievement of applicable performance criteria.
- F2The Reporting Person was granted a total of 6,271 "target" Performance Stock Units ("PSUs") on February 8, 2016, the vesting of which are subject to the achievement of certain performance criteria. The Reporting Person may be eligible to vest in up to 200% of such "target" PSUs during the three year period ending December 31, 2018. On January 18, 2017, the Compensation and Management Succession Committee of the Board of Directors determined that 50% of the "target" award was deemed to be achieved under the terms of the PSUs as a result of the Company's performance during 2016. As a result, 3,136 of the PSUs converted to time-based units that will vest on the third anniversary of the grant date provided the recipient remains employed by Callaway Golf Company through such date. The Reporting Person remains eligible to vest in the remaining PSUs subject to the original award subject to the achievement of certain performance criteria.
- F3Represents only that portion of the PSUs originally granted on February 8, 2016 for which the performance criteria was achieved on January 18, 2017, and does not include the other PSUs originally granted on such date or any other PSUs with different grant dates or vesting terms.