Statement of Changes in Beneficial Ownership (4)
February 14 2022 - 4:55PM
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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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
*
Hickey Glenn F. |
2. Issuer Name and Ticker or Trading Symbol
CALLAWAY GOLF CO
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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) EVP, Callaway Golf |
(Last)
(First)
(Middle)
2180 RUTHERFORD ROAD |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/12/2022 |
(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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Common Stock | 2/12/2022 | | M | | 3470 (1) | A | $0.00 (2) | 22447 | D | |
Common Stock | 2/12/2022 | | F | | 1857 (3) | D | $22.92 | 20590 | D | |
Common Stock | 2/12/2022 | | M | | 2735 (4) | A | $0.00 (2) | 23325 | D | |
Common Stock | 2/12/2022 | | F | | 1477 (3) | D | $22.92 | 21848 | D | |
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) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Restricted Stock Units | $0.00 (2) | 2/12/2022 | | M | | | 3470.26 (1) | (5) | (5) | Common Stock | 3470.26 | $0.00 | 3469.26 (6) | D | |
Restricted Stock Units | $0.00 (2) | 2/12/2022 | | M | | | 2735 (4) | (7) | (7) | Common Stock | 2735 | $0.00 | 5468 (8) | D | |
Explanation of Responses: |
(1) | Represents 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. |
(2) | RSUs convert into common stock on a one-for-one basis. |
(3) | Represents the number of shares of common stock withheld by the Company to satisfy tax withholding requirements in connection with the RSU vesting. |
(4) | Represents the number of shares of common stock issued upon the vesting of restricted stock units ("RSUs"). |
(5) | The RSUs were granted on February 12, 2020 and vest in three equal annual installments beginning on the first anniversary of the grant date. |
(6) | Represents only the unvested portion of the RSUs granted on February 12, 2020 plus the number of shares of common stock accrued with respect to such unvested portion of the RSUs as a result of dividend equivalent rights to be paid by the Company pursuant to the terms of the award and does not include other RSUs with different vesting terms. |
(7) | The RSUs were granted on February 12, 2021 and vest in three equal annual installments beginning on the first anniversary of the grant date. |
(8) | Represents only the unvested portion of the RSUs granted on February 12, 2021 and does not include other RSUs with different vesting terms. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Hickey Glenn F. 2180 RUTHERFORD ROAD CARLSBAD, CA 92008 |
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| EVP, Callaway Golf |
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Signatures
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/s/ Sarah Kim Attorney-in-Fact for Glenn F. Hickey under a Limited Power of Attorney dated February 1, 2019. | | 2/14/2022 |
**Signature of Reporting Person | Date |
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