SEC Form 4 · accession 0001209191-19-009144
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
Feb 8, 2019
Accepted (ET)
Feb 11, 2019 · 8:13 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 8, 2019 | M | 1,725 | $0.00 | A | 29,741 | D | |
| Common StockF3 | Feb 8, 2019 | F | 597 | $15.17 | D | 29,144 | D | |
| Common StockF4,F2 | Feb 8, 2019 | M | 12,542 | $0.00 | A | 41,686 | D | |
| Common StockF3 | Feb 8, 2019 | F | 4,632 | $15.17 | D | 37,054 | D | |
| Common StockF1,F2 | Feb 9, 2019 | M | 1,050 | $0.00 | A | 38,104 | D | |
| Common StockF3 | Feb 9, 2019 | F | 363 | $15.17 | D | 37,741 | 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 | Feb 8, 2019 | M | 1,726 | D | — | — | Common Stock | 1,726 | 0 | D |
| Performance Stock UnitF4,F8,F2,F7 | $0.00 | Feb 8, 2019 | M | 12,542 | D | — | — | Common Stock | 12,542 | 0 | D |
| Restricted Stock UnitsF11,F9,F10 | — | Feb 8, 2019 | A | 2,761 | A | — | — | Common Stock | 2,761 | 2,761 | D |
| Restricted Stock UnitsF1,F13,F2,F12 | $0.00 | Feb 9, 2019 | M | 1,050 | D | — | — | Common Stock | 1,050 | 2,099 | 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.
- F10These restricted stock units are scheduled to vest as follows: 1/3 of the restricted stock units vest on February 8, 2020; 1/3 of the restricted stock units vest on February 8, 2021; and 1/3 of the restricted stock units vest on February 8, 2022.
- F11Represents only the restricted stock units granted on February 8, 2019 and does not include restricted stock units with different vesting terms.
- F12The RSUs were granted on February 9, 2018 and vest in three equal annual installments beginning on the first anniversary of the grant date.
- F13Represents only the RSUs granted on February 9, 2018 and does not include other RSUs with different vesting terms.
- 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 February 8, 2016 and vest in three equal annual installments beginning on the first anniversary of the grant date.
- F6Represents only the RSUs granted on February 8, 2016 and does not include other RSUs with different vesting terms.
- F7On February 8, 2016, the reporting person was granted PSUs the vesting of which was subject to the achievement of certain performance criteria. On January 31, 2019, 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 were then eligible to vest in full on the third anniversary of the grant date provided the reporting person remained employed by the Company.
- F8Represents only the PSUs granted on February 8, 2016 and does not include other PSUs with different vesting terms.
- F9Each restricted stock unit represents a contingent right to receive one share of common stock.