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
                      

1. Name and Address of Reporting Person *

Starrs Artie
2. Issuer Name and Ticker or Trading Symbol

CALLAWAY GOLF CO [ ELY ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
CEO, Topgolf
(Last)          (First)          (Middle)

2180 RUTHERFORD ROAD
3. Date of Earliest Transaction (MM/DD/YYYY)

2/17/2022
(Street)

CARLSBAD, CA 92008
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Performance Stock Unit  (1)2/17/2022 (2) A   7090     (2) (2)Common Stock 7090 $0.00 7090 (3)D  
Restricted Stock Units  (4)2/17/2022  A   28067     (5) (5)Common Stock 28067 $0.00 28067 (6)D  

Explanation of Responses:
(1) Each PSU represents a contingent right to receive one share of common stock, subject to the achievement of applicable performance criteria.
(2) On April 5, 2021, the Reporting Person was granted PSUs, the vesting of which is subject to the achievement of certain performance criteria. The number of shares reported represents the number of PSUs that were earned as a result of the achievement of such performance criteria. Such PSUs converted to time-based units that will vest on the third anniversary of the grant date subject to continued employment through such date.
(3) Represents the aggregate number of PSUs originally granted on April 5, 2021 that have been earned as a result of the achievement of the applicable performance criteria.
(4) Each Restricted Stock Unit ("RSUs") represents a contingent right to receive one share of common stock.
(5) These RSUs are scheduled to vest as follows: 1/3 of the RSUs vest on February 17, 2023; 1/3 of the RSUs vest on February 17, 2024; and 1/3 of the RSUs vest on February 17, 2025.
(6) Represents only the RSUs granted on February 17, 2022 and does not include RSUs with different vesting terms.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Starrs Artie
2180 RUTHERFORD ROAD
CARLSBAD, CA 92008


CEO, Topgolf

Signatures
/s/ Sarah Kim Attorney-in-Fact for Artie Starrs under a Limited Power of Attorney dated March 18, 2021.2/22/2022
**Signature of Reporting PersonDate


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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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