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 *

ANDERSON ERIK J
2. Issuer Name and Ticker or Trading Symbol

Topgolf Callaway Brands Corp. [ MODG ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

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

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

3/6/2023
(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
Common Stock 3/6/2023  S  20000 D$23.96 549321 I By WestRiver Management, LLC (2)
Common Stock 3/7/2023  J(1)  2737484 D$0.00 0 I By TGP Investors, LLC (2)
Common Stock 3/7/2023  J(1)  604998 D$0.00 0 I By TGP Investors II, LLC (2)
Common Stock 3/7/2023  J(1)  9351 D$0.00 0 I By TGP Advisors, LLC (2)
Common Stock 3/7/2023  J(3)  427741 A$0.00 977062 I By WestRiver Management, LLC (2)
Common Stock 3/7/2023  J(4)  85548 D$23.02 (5)891514 I By WestRiver Management, LLC (2)
Common Stock 3/7/2023  J(1)  8555 D$0.00 882959 I By WestRiver Management, LLC (2)
Common Stock 3/7/2023  J(3)  8555 A$0.00 20092 (6)D  
Common Stock 3/7/2023  J(3)  5151 A$0.00 25243 D  
Common Stock 3/7/2023  J(3)  1885 A$0.00 40476 I By Anderson Family Investments, LLC (2)

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

Explanation of Responses:
(1) Represents a pro-rata distribution in kind of shares of the Issuer's common stock held of record by TGP Investors, LLC ("TGP"), TGP Investors II, LLC ("TGP II"), TGP Manager, LLC ("TGP Manager"), and TGP Advisors, LLC ("TGP Advisors") to their respective members for no consideration ("Distribution-in-Kind") pursuant to such entities' organizational documents.
(2) WestRiver Management, LLC ("WestRiver Management") is the sole managing member of TGP Advisors and TGP Manager. TGP Manager is the sole managing member of TGP and TGP II and in such capacity is responsible for voting decisions with respect to certain matters regarding the Issuer's securities held by TGP and TGP II. The Reporting Person is the sole member and sole manager of WestRiver Management and the sole manager of Anderson Family Investments, LLC ("AFI"). As a result, the Reporting Person may be deemed to beneficially own the securities held of record by TGP, TGP II, TGP Advisors, TGP Manager, WestRiver Management and AFI. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein.
(3) Represents shares of Issuer's common stock received in connection with the Distribution-in-Kind.
(4) Represents shares of the Issuer's common stock transferred to third party consultants as compensation pursuant to existing consulting arrangements between WestRiver Management and such consultants.
(5) Represents the closing price of the Issuer's common stock on the date the shares were transferred in the transactions described in note 4.
(6) The number of shares of the Issuer's common stock held directly by the Reporting Person reflects the transfer of 8,555 shares of the Issuer's common stock by the Reporting Person to his former spouse pursuant to the requirements of a domestic relations order, which is exempt under Rule 16a-12.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
ANDERSON ERIK J
2180 RUTHERFORD ROAD
CARLSBAD, CA 92008
X



Signatures
/s/ Erik J Anderson3/8/2023
**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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