Statement of Changes in Beneficial Ownership (4)
February 01 2019 - 6:31PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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Thomas Jennifer L.
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2. Issuer Name
and
Ticker or Trading Symbol
CALLAWAY GOLF CO
[
ELY
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Chief Accounting Officer
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(Last)
(First)
(Middle)
2180 RUTHERFORD ROAD
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3. Date of Earliest Transaction
(MM/DD/YYYY)
1/31/2019
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(Street)
CARLSBAD, CA 92008
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Performance Stock Unit
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(1)
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1/31/2019
(2)
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A
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7525
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(2)
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(2)
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Common Stock
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7525
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$0.00
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12542
(3)
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D
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Performance Stock Unit
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(1)
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1/31/2019
(4)
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A
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1461
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(4)
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(4)
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Common Stock
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1461
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$0.00
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3895
(5)
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D
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Performance Stock Unit
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(1)
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1/31/2019
(6)
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A
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1921
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(6)
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(6)
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Common Stock
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1921
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$0.00
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1921
(7)
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D
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Explanation of Responses:
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(1)
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Each Performance Stock Unit represents a contingent right to receive one share of common stock, subject to the achievement of applicable performance criteria.
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(2)
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The Reporting Person was granted a total of 6,271 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 ended December 31, 2018. On January 31, 2019, the Compensation and Management Succession Committee of the Board of Directors determined that 200% of the target award was deemed to be achieved under the terms of the PSUs as a result of the Company's performance during 2016 - 2018. As a result, 7,525 of the PSUs converted to time-based units that will vest on the third anniversary of the grant date provided the Reporting Person remains employed by Callaway Golf Company through such date. The Reporting Person remains eligible to vest in the remaining PSUs subject to the terms of original award and the achievement of certain performance criteria.
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(3)
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Represents 200% of the PSUs originally granted on February 8, 2016 for which the performance criteria was achieved on January 18, 2017; January 31, 2018; and January 31, 2019.
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(4)
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The Reporting Person was granted a total of 4,867 target 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, 2019, 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 - 2018. As a result, 1,461 of the PSUs converted to time-based units that will vest on the third anniversary of the grant date provided the Reporting Person 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.
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(5)
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Represents only that portion of the PSUs originally granted on February 6, 2017 for which the performance criteria was achieved on January 31, 2018 and January 31, 2019, and does not include the other PSUs originally granted on such date or any other PSUs with different grant dates or vesting terms.
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(6)
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The Reporting Person was granted a total of 3,841 target PSUs on February 9, 2018, 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, 2020. On January 31, 2019, 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 2018. As a result, 1,921 of the PSUs converted to time-based units that will vest on the third anniversary of the grant date provided the Reporting Person 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.
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(7)
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Represents only that portion of the PSUs originally granted on February 9, 2018 for which the performance criteria was achieved on January 31, 2019, and does not include the other PSUs originally granted on such date or any other PSUs with different grant dates or vesting terms.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Thomas Jennifer L.
2180 RUTHERFORD ROAD
CARLSBAD, CA 92008
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Chief Accounting Officer
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Signatures
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/s/ Sarah Kim Attorney-in-Fact for Jennifer L. Thomas under a Limited Power of Attorney dated February 1, 2019.
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2/1/2019
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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