Schedule 13D

Filed by: PAULSON & COMPANY . INC.
Total Shares: 21,593,524
Subject Company: Callon Petroleum Co. (1994) - View Complete Ownership History Backtest
Filed as of Date: 09/09/2019
Event Date: 09/09/2019
Overall % Ownership: 9.5

Reporting Persons

Name Sole
Voting Power
Shared
Voting Power
Sole
Dispositive Power
Shared
Dispositive Power
Aggregate
Amount Owned
Percent
of class
Paulson & Co Inc 21,593,523 0 21,593,523 0 21,593,524 9.5%
View Original Filing on Edgar's

Raw Filing Contents

0001013594-19-000520.txt : 20190909
0001013594-19-000520.hdr.sgml : 20190909
20190909082817
ACCESSION NUMBER:		0001013594-19-000520
CONFORMED SUBMISSION TYPE:	SC 13D
PUBLIC DOCUMENT COUNT:		3
FILED AS OF DATE:		20190909
DATE AS OF CHANGE:		20190909

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Callon Petroleum Co
		CENTRAL INDEX KEY:			0000928022
		STANDARD INDUSTRIAL CLASSIFICATION:	CRUDE PETROLEUM & NATURAL GAS [1311]
		IRS NUMBER:				640844345
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13D
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-50286
		FILM NUMBER:		191081187

	BUSINESS ADDRESS:	
		STREET 1:		2000 W SAM HOUSTON PARKWAY S
		STREET 2:		SUITE 2000
		CITY:			HOUSTON
		STATE:			TX
		ZIP:			77042
		BUSINESS PHONE:		2815895200

	MAIL ADDRESS:	
		STREET 1:		2000 W SAM HOUSTON PARKWAY S
		STREET 2:		SUITE 2000
		CITY:			HOUSTON
		STATE:			TX
		ZIP:			77042

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	CALLON PETROLEUM CO
		DATE OF NAME CHANGE:	19941004

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	CALLON PETROLEUM HOLDING CO
		DATE OF NAME CHANGE:	19940805

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			PAULSON & CO. INC.
		CENTRAL INDEX KEY:			0001035674
		IRS NUMBER:				133796759
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13D

	BUSINESS ADDRESS:	
		STREET 1:		1133 AVENUE OF THE AMERICAS
		STREET 2:		33RD FLOOR
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10036
		BUSINESS PHONE:		212-956-2221

	MAIL ADDRESS:	
		STREET 1:		1133 AVENUE OF THE AMERICAS
		STREET 2:		33RD FLOOR
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10036

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	PAULSON & CO INC
		DATE OF NAME CHANGE:	19970313
SC 13D 1 callon13d-09092019.htm SCHEDULE 13D DATED SEPTEMBER 9, 2019
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
SCHEDULE 13D
(RULE 13D - 101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(Amendment No.)*
Callon Petroleum Company
(Name of Issuer)
Ordinary stock, par value $0.01
(Title of Class of Securities)
13123X102
(CUSIP Number)
Christopher P. Davis, Esq.
Kleinberg, Kaplan, Wolff & Cohen, P.C.
551 Fifth Avenue, New York, New York 10176
Tel. (212) 986-6000
 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
September 9, 2019
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [   ].
Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Paulson & Co. Inc.
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [ ]
 
(b)    [ ]
   
3.
SEC USE ONLY
   
4.
SOURCE OF FUNDS
   
 
OO
   
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)      [ ]
   
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Delaware
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
7.
SOLE VOTING POWER
   
 
21,593,523 (1)
   
8.
SHARED VOTING POWER
   
 
0
   
9.
SOLE DISPOSITIVE POWER
   
 
21,593,523 (1)
   
10.
SHARED DISPOSITIVE POWER
   
 
0
   
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
21,593,523 (1)
   
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES    [ ]
   
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
 
9.5%
   
14.
TYPE OF REPORTING PERSON
   
 
IA,

(1) See Note 1 to Item 5 below.


Item 1.
Security and Issuer.
This statement relates to the ordinary shares, par value $0.01 (the “Common Stock”), of Callon Petroleum Company (the “Issuer”). The Issuer’s principal executive office is located at One Briarlake Plaza, 2000 W. Sam Houston Parkway, S., Suite 2000, Houston, Texas 77042.
Item 2.
Identity and Background.
(a)            Paulson & Co. Inc. (the “Reporting Person” or “Paulson”)
(b)            The principal business address of the Reporting Person is 1133 Avenue of the Americas, New York, New York 10036.
(c)            Paulson, an investment advisor that is registered under the Investment Advisers Act of 1940, furnishes investment advice to and manages onshore and offshore pooled investment vehicles and to separately managed accounts (collectively, such pooled investment vehicles and accounts shall be referred to as the “Funds”). John Paulson is the President and sole Director of Paulson & Co. Inc.
Information regarding the directors, executive officers and/or control persons of the Reporting Person (collectively, the “Instruction C Persons”) is set forth in Schedule A attached hereto.
(d)            No Reporting Person or any Instruction C Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)            No Reporting Person or any Instruction C Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)            Paulson is a Delaware corporation. Each of the Instruction C Persons are citizens of the United States of America.
Item 3.
Source and Amount of Funds or Other Consideration.
The consideration for the purchase of the securities reported herein by the Reporting Person was derived from the available capital of the Funds managed by Paulson.
Item 4.
Purpose of Transaction.
The Reporting Person acquired the securities disclosed herein based on the Reporting Person’s belief that the securities, when acquired, were undervalued and represented an attractive investment opportunity.
On September 9, 2019, Paulson sent a letter to the Board of Directors of the Issuer expressing its views on the Issuer’s proposed merger with Carrizo Oil & Gas, Inc. (the “Letter”). The foregoing is qualified in its entirety by reference to the Letter, the body of which is incorporated herein and attached hereto as Exhibit 99.1.
Depending upon overall market conditions, other investment opportunities available to the Reporting Person, and the availability of securities of the Issuer at prices that would make the purchase or sale of such securities desirable, the Reporting Person may endeavor from time to time (i) to increase or decrease its position in the Issuer through, among other things, the purchase or sale of securities of the Issuer on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Person may deem advisable and/or (ii) to enter into transactions that increase or hedge its economic exposure to the securities of the Issuer without affecting its beneficial ownership.

The Reporting Person does not have any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon completion of any of the actions discussed herein. The Reporting Person intends to review its investment in the Issuer on a periodic basis and may from time to time engage in discussions with management and the Board and other shareholders and potential shareholders of the Issuer concerning, among other things, the business, operations and future plans of the Issuer. Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the securities of the Issuer, conditions in the securities markets and general economic and industry conditions, the Reporting Person may in the future take such actions with respect to their respective investments in the Issuer as it deems appropriate including, without limitation, making proposals concerning changes to the capitalization, ownership structure, Board composition or operations of the Issuer, purchasing additional securities of the Issuer, selling some or all of its securities of the Issuer, engaging in short selling of or any hedging or similar transaction with respect to the securities of the Issuer, or changing its intention with respect to any and all matters referred to in this Item 4.
Item 5.
Interest in Securities of the Issuer.
(a)            The aggregate percentage of Common Stock reported owned by the Reporting Person is based upon 228,304,366 shares of Common Stock outstanding as of July 31, 2019, as disclosed in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities Exchange Commission on August 7, 2019. As of the date hereof, the Reporting Person may be deemed to have beneficially owned approximately 9.5% of the outstanding Common Stock.
(b)            Number of shares of Common Stock as to which Paulson has:

(i)
Sole power to vote or direct the vote: 21,593,523 (see Note 1).

(ii)
Shared power to vote or direct the vote: 0

(iii)
Sole power to dispose or direct the disposition: 21,593,523 (see Note 1).

(iv)
Shared power to dispose or direct the disposition: 0
(c)            Except as set forth on Schedule 1 hereto, the Reporting Person has not entered into any transactions in the Ordinary Shares during the past sixty days
(d)            See Note 1.
(e)            Not applicable.
Note 1: Paulson, an investment advisor that is registered under the Investment Advisers Act of 1940, furnishes investment advice to and manages the Funds. In its role as investment advisor, or manager, as the case may be, Paulson possesses voting and investment power over the securities of the Issuer described in this Schedule 13D that are owned by the Funds. The pecuniary interest of all securities reported in this Schedule is owned by the Funds. Except for the purpose of determining beneficial ownership under Section 13(d) of the Securities Exchange Act of 1934, as amended, Paulson disclaims beneficial ownership of all securities reported in this Schedule 13D.
For reporting purposes, the aggregate amount of Common Stock deemed to be beneficially owned by the Reporting Person is calculated based on an aggregate of 21,593,523 shares of Common Stock held by the Reporting Person as of the date hereof.
Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
None.
Item 7.
Material to be Filed as Exhibits.

Ex. 99.1
Letter to Board of Directors, dated as of September 9, 2019, from Paulson & Co. Inc.



SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.
Dated:  September 9, 2019
 
PAULSON & CO. INC.
     
 
By:
/s/ Michael D. Waldorf
   
Name:
Michael D. Waldorf
   
Title:
Authorized Signatory



SCHEDULE A
INFORMATION REGARDING THE INSTRUCTION C PERSONS
The following table sets forth the name, title, principal occupation, business address and place of employment of each of the executive officers and directors of Paulson & Co. Inc.
Name
Title and Principal Occupation
Business Address and Place of Employment
John Paulson
President, Director, Portfolio Manager
1133 Avenue of the Americas
New York, NY 10036

Chris Bodak
Chief Financial Officer
1133 Avenue of the Americas
New York, NY 10036

Stuart Merzer
General Counsel and Chief Compliance Officer
1133 Avenue of the Americas
New York, NY 10036

Andrew Hoine
Director of Research
1133 Avenue of the Americas
New York, NY 10036

Linda Forish
Chief Operating Officer
1133 Avenue of the Americas
New York, NY 10036



SCHEDULE 1
Transaction in Securities of the Issuer During the Past 60 Days
Date
Security
Amount of Shs. Bought/(Sold)
Approx. price ($) per Share

7/15/2019
Common Stock
1,025,000
$5.473
7/15/2019
Common Stock
1,025,000
$5.43
7/15/2019
Common Stock
769,004
$5.4985
7/15/2019
Common Stock
1,435,000
$5.4516
7/16/2019
Common Stock
2,050,000
$5.6951
7/16/2019
Common Stock
410,000
$5.6
7/16/2019
Common Stock
135,860
$5.6304
7/16/2019
Common Stock
307,500
$5.71
7/16/2019
Common Stock
4,407,500
$5.7048
7/16/2019
Common Stock
615,000
$5.7285
7/17/2019
Common Stock
120,316
$5.2806
7/17/2019
Common Stock
205,000
$5.23
7/17/2019
Common Stock
205,000
$5.27
7/17/2019
Common Stock
512,500
$5.2585
7/17/2019
Common Stock
283,878
$5.2566
7/18/2019
Common Stock
410,000
$4.8634
7/18/2019
Common Stock
102,500
$4.8
7/18/2019
Common Stock
372,311
$4.8215
7/18/2019
Common Stock
410,000
$5.0439
7/18/2019
Common Stock
410,000
$4.9366
7/22/2019
Common Stock
615,600
$5.1089
7/22/2019
Common Stock
1,603,211
$5.0827
7/23/2019
Common Stock
205,000
$5.2537
7/24/2019
Common Stock
717,500
$5.4537
7/24/2019
Common Stock
250,598
$5.3239
7/25/2019
Common Stock
53,530
$4.9881
7/25/2019
Common Stock
517,830
$5.0718
7/26/2019
Common Stock
190,643
$4.8909
7/26/2019
Common Stock
615,000
$4.94
7/26/2019
Common Stock
307,542
$4.929
7/29/2019
Common Stock
307,500
$4.6878
7/29/2019
Common Stock
73,100
$4.7079
7/30/2019
Common Stock
410,000
$5.039
8/14/2019
Common Stock
307,500
$4.2
8/14/2019
Common Stock
207,600
$4.117

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