SEC Form 4 · accession 0001209191-19-008238
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 6, 2019
Accepted (ET)
Feb 7, 2019 · 6:35 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 6, 2019 | M | 40,032 | $0.00 | A | 405,375 | D | |
| Common StockF3 | Feb 6, 2019 | F | 13,908 | $16.43 | D | 391,467 | 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,F5,F2,F4 | $0.00 | Feb 6, 2019 | M | 40,032 | D | — | — | Common Stock | 40,032 | 80,065 | D |
Explanation of responses
- F1Represents the number of shares of common stock issued upon the vesting of restricted stock units ("RSUs") plus the number of shares of common stock accrued with respect to such vested portion of the RSUs 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 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.
- F4The RSUs were granted on February 6, 2017 and vest in three equal annual installments beginning on the first anniversary of the grant date.
- F5Represents only the RSUs granted on February 6, 2017 and does not include other RSUs with different vesting terms. Includes (i) 40,032.40 RSUs which will vest on February 6, 2020, and (ii) 40,032.40 RSUs which vested on February 6, 2018, receipt of which was deferred by the reporting person and will be released on November 7, 2019.