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 *

Kimmeridge Energy Management Company, LLC
2. Issuer Name and Ticker or Trading Symbol

Callon Petroleum Co [ CPE ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

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

412 WEST 15TH STREET, 11TH FLOOR
3. Date of Earliest Transaction (MM/DD/YYYY)

2/23/2021
(Street)

NEW YORK, NY 10011
(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 2/23/2021  X  7271741 A$5.5965 7271741 I (1)See Footnotes (1)
Common Stock 2/23/2021  J(4)  1686087 D$24.1364 5585654 I (1)See Footnotes (1)

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
Series B Warrants $5.5965 2/23/2021  X     7271741 (3)  (2)12/30/2025 Common Stock 7271741 (3)$0 0 I (1)See Footnotes (1)

Explanation of Responses:
(1) The securities to which this filing relates to are held directly by, and managed on behalf of, Chambers Investments, LLC. Kimmeridge Energy Management Company, LLC (the "Reporting Person"), a Delaware limited liability company, is the investment adviser to Chamber Investments, LLC. In such capacity, the Reporting Person exercises voting and investment control over the securities held by Chambers Investments, LLC. The filing of this statement shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. The Reporting Person expressly disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.
(2) The Series B warrants were net exercisable at any time, at the holder's election.
(3) Because these Series B warrants were only exercisable on a net basis, the number of shares of the Issuer's common stock ("Shares") that the Reporting Person acquired upon exercise fluctuated based on the market price of the Shares.
(4) On February 23, 2021, the Reporting Person exercised Series B warrants to purchase shares of the Issuer's common stock. The Reporting Person paid the exercise price by net share settlement resulting in the Issuer's withholding of 1,686,087 of the warrant shares to pay the exercise price and issuing to the Reporting Person the remaining 5,585,654 shares.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Kimmeridge Energy Management Company, LLC
412 WEST 15TH STREET
11TH FLOOR
NEW YORK, NY 10011

X


Signatures
Kimmeridge Energy Management Company, LLC /s/ Benjamin Dell, Managing Member2/25/2021
**Signature of Reporting PersonDate

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