SEC Form 4 · accession 0001209191-18-006570
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
Jan 31, 2018
Accepted (ET)
Feb 1, 2018 · 6:19 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 31, 2018 | A | 47,035 | A | — | — | Common Stock | 47,035 | 125,427 | D |
| Performance Stock UnitF4,F5,F1 | — | Jan 31, 2018 | A | 73,009 | A | — | — | Common Stock | 73,009 | 73,009 | 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 156,784 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 31, 2018, the Compensation and Management Succession Committee of the Board of Directors determined that 80% of the target award was deemed to be achieved under the terms of the PSUs as a result of the Company's performance during 2017. As a result, 47,035 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 January 31, 2018, and does not include the other PSUs originally granted on such date or any other PSUs with different grant dates or vesting terms.
- F4The Reporting Person was granted a total of 146,018 target Performance Stock Units ("PSUs") on February 6, 2017, 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, 2019. On January 31, 2018, 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 2017. As a result, 73,009 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.
- F5Represents only that portion of the PSUs originally granted on February 6, 2017 for which the performance criteria was achieved on January 31, 2018, and does not include the other PSUs originally granted on such date or any other PSUs with different grant dates or vesting terms.