Topgolf Callaway Brands Corp. — Director's Dealing 2011

May 19, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CALLAWAY GOLF CO (ELY)
CIK: 0000837465
Period of Report: 2011-05-18

Reporting Person: Ogunlesi Adebayo O. (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-05-18	Restricted Stock Units	$	A	7205	Acquired		Common Stock (7205)	Direct

Footnotes

F1: Each restricted stock unit represents a contingent right to receive one share of common stock.

F2: The restricted stock units vest on the third anniversary of the grant date.

F3: The number of restricted stock units owned following the reported transaction includes 22,131 restricted stock units previously granted plus an additional 92.78 restricted stock units accrued as a result of dividend equivalent rights paid by the Company. Of the total number of restricted stock units beneficially owned by the reporting person, 9,286.20 restricted stock units are scheduled to vest on January 25, 2013, 5,732.58 restricted stock units are scheduled to vest on May 18, 2013 and 7,205 restricted stock units are scheduled to vest on May 18, 2014. These restricted stock units are subject to (i) certain restrictions on transfer and (ii) forfeiture if the reporting person ceases to be a Director of the Company.