SEC Form 4 · accession 0001209191-17-024255
Callaway Golf Co · CALY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Brian P. Lynch
Officer — SVP, G.C. & Corp Secretary
Period of report
Apr 1, 2017
Accepted (ET)
Apr 3, 2017 · 5:51 pm EDT
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 | Apr 1, 2017 | M | 2,714 | $0.00 | A | 39,574 | D | |
| Common StockF3 | Apr 1, 2017 | F | 1,536 | $11.07 | D | 38,038 | D | |
| Common StockF4,F2 | Apr 1, 2017 | M | 4,305 | $0.00 | A | 42,343 | D | |
| Common StockF3 | Apr 1, 2017 | F | 2,436 | $11.07 | D | 39,907 | 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 UnitsF1,F6,F2,F5 | $0.00 | Apr 1, 2017 | M | 2,714 | D | — | — | Common Stock | 2,714 | 0 | D |
| Performance Stock UnitF4,F8,F2,F7 | $0.00 | Apr 1, 2017 | M | 4,305 | D | — | — | Common Stock | 4,305 | 0 | 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. The number of shares reported on Table 1 does not include the fractional shares, which were paid in cash upon settlement.
- F2RSUs/PSUs 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/PSU vesting.
- F4Represents the number of shares of common stock issued upon the vesting of a performance stock unit ("PSU"). The number of shares reported on Table 1 does not include the fractional shares, which were paid in cash upon settlement.
- F5The RSUs were granted on April 1, 2014. They vested in full on the third anniversary of the grant date.
- F6Represents only the RSUs granted on April 1, 2014 and does not include other RSUs with different vesting terms.
- F7On April 1, 2014, the reporting person was granted PSUs the vesting of which was subject to the achievement of certain performance criteria. On January 15, 2015, the Compensation and Management Succession Committee of the Board of Directors determined that the performance criteria were achieved with respect to the number of PSUs reported in this row. These PSUs vested in full on the third anniversary of the grant date.
- F8Represents only the PSUs granted on April 1, 2014 and does not include other PSUs with different vesting terms.