Amended Statement of Changes in Beneficial Ownership (4/a)

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 ^* JOHNSON S P IV	2. Issuer Name and Ticker or Trading Symbol Callon Petroleum Co [ CPE ]	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) 2000 W. SAM HOUSTON PKWY. S., SUITE 2000	3. Date of Earliest Transaction (MM/DD/YYYY) 12/20/2019
(Street) HOUSTON, TX 77042 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY) 12/20/2019	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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/20/2019		A		700000 ⁽¹⁾	A	⁽²⁾	700000	I	by Family Limited Partnership
Common Stock	12/20/2019		A		299637 ⁽¹⁾	A	⁽³⁾	299637	D
Common Stock	12/20/2019		A		465858 ⁽⁴⁾	A	⁽⁵⁾	765495	D
Common Stock	12/20/2019		A		75157 ⁽⁶⁾⁽⁷⁾	A	⁽⁸⁾	840652	D

*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 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)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Appreciation Rights	$15.6 ⁽⁹⁾	12/20/2019		A		159274 ⁽⁹⁾		12/20/2019	3/17/2021	Common Stock	159274.0 ⁽⁹⁾	⁽¹⁰⁾	159274	D
Stock Appreciation Rights	$15.4 ⁽⁹⁾	12/20/2019		A		155288		12/20/2019	3/23/2022	Common Stock	155288.0	⁽¹¹⁾	314562	D
Stock Appreciation Rights	$8.39 ⁽⁹⁾	12/20/2019		A		238439		12/20/2019	3/17/2025	Common Stock	238439.0	⁽¹²⁾	553001	D
Stock Appreciation Rights	$6.28 ⁽⁹⁾	12/20/2019		A		322948 ⁽⁹⁾		12/20/2019	3/17/2026	Common Stock	322948.0 ⁽⁹⁾	⁽¹³⁾	875949	D

Explanation of Responses:
(1)	On December 20, 2019, Callon Petroleum Company ("Callon") and Carrizo Oil & Gas, Inc. ("Carrizo") completed the transactions contemplated by that certain Agreement and Plan of Merger, dated as of July 14, 2019, as amended on August 19, 2019 and further amended on November 13, 2019 (the "Merger Agreement"), by and between Callon and Carrizo, pursuant to which Carrizo merged with and into Callon, with Callon as the surviving corporation (the "Merger"). Pursuant to the Merger Agreement, at the Effective Time (as defined therein), each share of common stock, par value $0.01 per share, of Carrizo ("Carrizo common stock") beneficially owned by the Reporting Person at the effective time of the Merger, was cancelled and exchanged for 1.75 shares of common stock, par value $0.01 per share, of Callon ("Callon common stock").
(2)	Received in exchange for 400,000 shares of Carrizo common stock in connection with the Merger. On the effective date of the Merger, the closing price of Callon common stock was $4.72 per share and the closing price of Carrizo common stock was $8.25 per share.
(3)	Received in exchange for 171,221 shares of Carrizo common stock in connection with the Merger. On the effective date of the Merger, the closing price of Callon common stock was $4.72 per share and the closing price of Carrizo common stock was $8.25 per share.
(4)	Pursuant to the Merger Agreement, at the Effective Time, the Carrizo restricted stock units of the Reporting Person immediately vested and were converted into the right to receive a number of shares of Callon common stock that is equal to the product of (a) the number of shares of Carrizo common stock subject to such Carrizo restricted stock unit as of immediately prior to the Effective Time, multiplied by (b) 1.75, rounded up to the nearest whole share, subject to any applicable withholding taxes. Due to withholding-related transactions, the original Form 4 reported an estimate of the number of shares of Callon common stock to be received by the Reporting Person pursuant to the Merger Agreement in exchange for his Carrizo restricted stock units. This amendment is being filed, in part, to provide the actual number of such shares.
(5)	Received in exchange for 423,471 Carrizo restricted stock units in connection with the Merger. On the effective date of the Merger, the closing price of Callon common stock was $4.72 per share and the closing price of Carrizo common stock was $8.25 per share.
(6)	Pursuant to the Merger Agreement, at the Effective Time, the Carrizo performance shares of the Reporting Person immediately vested and were converted into the right receive a number of shares of Callon common stock that is equal to the product of (a) the greater of (1) the target number of shares of Carrizo common stock subject to such Carrizo performance share award as of immediately prior to the effective time and (2) the number of shares of Carrizo common stock to be earned based on actual achievement of the performance criteria set forth in the applicable award agreement, measured based on a shortened performance period that ends as of the close of the business day prior to the effective time (if such performance is determinable, and as determined by the Carrizo board of directors immediately prior to the effective time), multiplied by (b) 1.75, rounded up to the nearest whole share, subject to any applicable withholding taxes.
(7)	Due to withholding-related transactions, the original Form 4 reported an estimate of the number of shares of Callon common stock to be received by the Reporting Person pursuant to the Merger Agreement in exchange for his Carrizo performance shares. This amendment is being filed, in part, to provide the actual number of such shares.
(8)	Received in exchange for 65,893 Carrizo performance shares in connection with the Merger. On the effective date of the Merger, the closing price of Callon common stock was $4.72 per share and the closing price of Carrizo common stock was $8.25 per share.
(9)	Revised to correct an inadvertent rounding error.
(10)	Received in connection with the Merger in exchange for 91,014 Carrizo stock appreciation rights with an exercise price of $27.295.
(11)	Received in connection with the Merger in exchange for 88,736 Carrizo stock appreciation rights with an exercise price of $26.94.
(12)	Received in connection with the Merger in exchange for 136,251 Carrizo stock appreciation rights with an exercise price of $14.67.
(13)	Received in connection with the Merger in exchange for 184,542 Carrizo stock appreciation rights with an exercise price of $10.98.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
JOHNSON S P IV 2000 W. SAM HOUSTON PKWY. S. SUITE 2000 HOUSTON, TX 77042	X