Form Type: 4

SEC EDGAR Link
Accession Number:0001209191-20-007725
Date:2020-02-06
Issuer: CALLAWAY GOLF CO (ELY)
Original Submission Date:

Reporting Person:

LEPOSKY MARK F
2180 RUTHERFORD ROAD
CARLSBAD, CA 92008

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
COMMON STOCK 2020-02-06 M 34,070 a $0.00 190,664 direct
COMMON STOCK 2020-02-06 F 14,182 d $21.13 176,482 direct
COMMON STOCK 2020-02-06 M 26,972 a $0.00 203,454 direct
COMMON STOCK 2020-02-06 F 9,547 d $21.13 193,907 direct
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
PERFORMANCE STOCK UNIT 0.0 2020-02-06 deemed execution date M 34,070 (d) common stock 34,070 $0.00 0 direct
RESTRICTED STOCK UNITS 0.0 2020-02-06 deemed execution date M 26,972 (d) common stock 26,972 $0.00 22,291 direct
Footnotes
IDfootnote
f1 represents the number of shares of common stock issued upon the vesting of a performance stock unit ("psu").
f2 restricted stock units ("rsus")/psus convert into common stock on a one-for-one basis.
f3 represents the number of shares of common stock withheld by the company to satisfy tax withholding requirements in connection with the rsu/psu vesting.
f4 represents the number of shares of common stock issued upon the vesting of 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.
f5 on february 6, 2017, the reporting person was granted psus, the vesting of which was subject to the achievement of certain performance criteria. on january 30, 2020, the compensation and management succession committee of the board of directors determined that the performance criteria were achieved with respect to the number of psus reported in this row. therefore these psus have fully vested as of february 6, 2020.
f6 on february 6, 2017, 58,186 rsus were granted of which 4,646 rsus vested on february 6, 2018, 4,646 rsus vested on february 6, 2019 and 26,770 rsus vested on february 6, 2020. the remaining 22,124 rsus are scheduled to vest on february 6, 2021.
f7 represents only the unvested portion of the rsus granted on february 6, 2017 plus the number of shares of common stock accrued with respect to such unvested portion of the rsus as a result of dividend equivalent rights to be paid by the company pursuant to the terms of the award and does not include other rsus with different vesting terms.
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