Statement of Changes in Beneficial Ownership (4)
February 14 2023 - 4:56PM
Edgar (US Regulatory)
FORM 4
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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
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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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BREWER OLIVER G III |
2. Issuer Name and Ticker or Trading Symbol
Topgolf Callaway Brands Corp.
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MODG
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President and CEO |
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(Last)
(First)
(Middle)
2180 RUTHERFORD ROAD |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/12/2023 |
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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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| Common Stock | 2/12/2023 | | M | | 114372 (1) | A | $0.00 (2) | 114372 | D | |
| Common Stock | 2/12/2023 | | A | | 60388 (1)(3) | A | $0.00 (2) | 174760 | D | |
| Common Stock | 2/12/2023 | | F | | 91488 (4) | D | $23.17 | 83272 | D | |
| Common Stock | 2/12/2023 | | M | | 31230 (5) | A | $0.00 (2) | 114502 | D | |
| Common Stock | 2/12/2023 | | F | | 16415 (4) | D | $23.17 | 98087 | D | |
| Common Stock | 2/12/2023 | | M | | 24608 | A | $0.00 (2) | 122695 | D | |
| Common Stock | 2/12/2023 | | F | | 12883 (4) | D | $23.17 | 109812 | D | |
| Common Stock | 2/13/2023 | | G |
V
| 109812 | D | $0.00 | 0 | D | |
| Common Stock | 2/13/2023 | | G |
V
| 109812 | A | $0.00 | 783914 | I | By Family Trust |
| Common Stock | | | | | | | | 266545 | I | By Family Trust for Spouse |
| Common Stock | | | | | | | | 88849 | I | By Family Trust for Son 1 |
| Common Stock | | | | | | | | 88848 | I | By Family Trust for Son 2 |
| Common Stock | | | | | | | | 88848 | I | By Family Trust for Son 3 |
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 |
| Performance Stock Unit | (6) | 2/12/2023 (7) | | A | | 74914 | | (7) | (7) | Common Stock | 74914 | $0.00 | 114372 (8) | D | |
| Performance Stock Unit | (2) | 2/12/2023 | | M | | | 114372 | (8) | (8) | Common Stock | 114372 | $0.00 | 0 | D | |
| Performance Stock Unit | (6) | 2/12/2023 (9) | | A | | 13534 | | (9) | (9) | Common Stock | 13534 | $0.00 | 36092 (10) | D | |
| Restricted Stock Units | (2) | 2/12/2023 | | M | | | 31230.34 (5) | (11) | (11) | Common Stock | 31230.34 | $0.00 | 0 (12) | D | |
| Restricted Stock Units | (2) | 2/12/2023 | | M | | | 24608 | (13) | (13) | Common Stock | 24608 | $0.00 | 24608 (14) | D | |
| Explanation of Responses: |
| (1) | Represents the number of shares of common stock issued upon the vesting of a Performance Stock Units ("PSUs"). |
| (2) | PSUs/RSUs convert into common stock on a one-for-one basis. |
| (3) | On February 12, 2020, the Reporting Person was granted PSUs, the vesting of which is subject to the achievement of certain rTSR 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. |
| (4) | Represents the number of shares of common stock withheld by the Company to satisfy tax withholding requirements in connection with the PSU/RSU vesting. |
| (5) | 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. |
| (6) | Each PSU represents a contingent right to receive one share of common stock, subject to the achievement of applicable performance criteria. |
| (7) | On February 12, 2020, the Reporting Person was granted PSUs, the vesting of which is subject to the achievement of certain performance criteria. The number of shares reported in this line item represents the number of PSUs that were earned as a result of the achievement of such performance criteria. |
| (8) | Represents the aggregate number of PSUs originally granted on February 12, 2020, the vesting of which was subject to the achievement of certain performance criteria, that have been earned as a result of the achievement of the applicable performance criteria. All of such shares have fully vested as of February 12, 2023. |
| (9) | On February 12, 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. |
| (10) | Represents the aggregate number of PSUs originally granted on February 12, 2021 that have been earned as a result of the achievement of the applicable performance criteria. |
| (11) | The RSUs were granted on February 12, 2020 and vest in three equal annual installments beginning on the first anniversary of the grant date. Therefore these RSUs have fully vested as of February 12, 2023. |
| (12) | Represents only the RSUs granted on February 12, 2020 and does not include RSUs with different vesting terms. |
| (13) | The RSUs were granted on February 12, 2021 and vest in three equal annual installments beginning on the first anniversary of the grant date. |
| (14) | 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 |
BREWER OLIVER G III
2180 RUTHERFORD ROAD
CARLSBAD, CA 92008 | X |
| President and CEO |
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Signatures
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| /s/ Clinton Foss Attorney-in-Fact for Oliver G. Brewer III under a Limited Power of Attorney dated November 21, 2022. | | 2/14/2023 |
| **Signature of Reporting Person | Date |
| 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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