SEC Form 4 · accession 0001654954-17-004791
CALLON PETROLEUM CO · CPE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Gary Newberry
Officer — Senior VP and COO
Period of report
May 11, 2017
Accepted (ET)
May 15, 2017 · 6:13 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000928022
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | May 14, 2017 | M | 20,482 | $0.00 | A | 225,655 | D | |
| Common Stock | May 14, 2017 | F | 8,593 | $12.45 | D | 217,062 | D | |
| Common StockF1 | May 14, 2017 | M | 3,614 | — | A | 220,676 | D | |
| Common Stock | May 14, 2017 | D | 3,614 | $12.45 | D | 217,062 | D | |
| Common StockF2,F3 | holding | — | — | — | 53,780 | I | 401(k) Account |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2014 RSU - StockF4 | $0.00 | May 14, 2017 | M | 20,482 | D | May 14, 2017 | May 14, 2017 | Common Stock | 20,482 | 0 | D |
| 2014 Phantom UnitsF4,F1 | — | May 14, 2017 | M | 3,614 | D | May 14, 2017 | May 14, 2017 | Common Stock | 3,614 | 0 | D |
| 2017 RSU - StockF4 | $0.00 | May 11, 2017 | A | 42,868 | A | May 11, 2020 | May 11, 2020 | Common Stock | 42,868 | 42,868 | D |
| 2017 Performance Based Units - 50% Stock/50% CashF5,F6,F7 | — | May 11, 2017 | A | 64,304 | A | Dec 31, 2019 | Dec 31, 2019 | Common Stock | 64,304 | 64,304 | D |
Explanation of responses
- F1The terms of this Phantom Unit award specify payments in cash rather than in common shares. The value of each vested unit is equal to the economic value of one share of Callon Petroleum Company common stock at its closing price on the vesting date.
- F2The number of shares indirectly held by the reporting person are reported on this Form 4 for the purpose of disclosing beneficial ownership.
- F3The number of shares reported is calculated by dividing the total market value of the reporting person's 401(k) account balance invested in the Employer Stock Fund on the date of the earliest transaction reported on this Form 4 by the closing market price-per-share on that date.
- F4The award terms specify cliff vesting three years from the date of the award.
- F5The award terms specify cliff vesting on December 31, 2019.
- F6This Performance Based Unit award is subject to a variable number of units vesting based on a performance criteria related to the total shareholder return of the company compared to a group of peer companies. The number of units subject to vest under this award can range from 0% to as much as 200%. The award terms also specify that upon vesting 50% of the vested units will be payable in common shares and 50% will be payable in cash.
- F7Each unit is the economic equivalent of one share of the company's common stock.