SEC Form 4 · accession 0001209191-19-009145

Callaway Golf Co · CALY

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Brian P. Lynch

Officer — EVP, CFO

Period of report

Feb 8, 2019

Accepted (ET)

Feb 11, 2019 · 8:14 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
Common Stock^F1,F2	Feb 8, 2019	M	6,040	$0.00	A	12,820	D
Common Stock^F3	Feb 8, 2019	F	3,261	$15.17	D	9,559	D
Common Stock^F4,F2	Feb 8, 2019	M	43,900	$0.00	A	53,459	D
Common Stock^F3	Feb 8, 2019	F	23,666	$15.17	D	29,793	D
Common Stock^F1,F2	Feb 9, 2019	M	4,724	$0.00	A	34,517	D
Common Stock^F3	Feb 9, 2019	F	2,550	$15.17	D	31,967	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 Units^F1,F6,F2,F5	$0.00	Feb 8, 2019	M	6,041	D	—	—	Common Stock	6,041	0	D
Performance Stock Unit^F4,F8,F2,F7	$0.00	Feb 8, 2019	M	43,900	D	—	—	Common Stock	43,900	0	D
Restricted Stock Units^F11,F9,F10	—	Feb 8, 2019	A	16,564	A	—	—	Common Stock	16,564	16,564	D
Restricted Stock Units^{F1,F13,F2,F12}	$0.00	Feb 9, 2019	M	4,724	D	—	—	Common Stock	4,724	9,447	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.