Topgolf Callaway Brands Corp. — Director's Dealing 2012

May 23, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CALLAWAY GOLF CO (ELY)
CIK: 0000837465
Period of Report: 2012-05-23

Reporting Person: ARMACOST SAMUEL H (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-23	Phantom Stock Units	$	A	9329	Acquired	2015-05-23	Common Stock (9329)	Direct

Footnotes

F1: Upon vesting, the recipient is entitled to a cash payment for each Phantom Stock Unit equal to the value on the vesting date of one share of the Company's Common Stock.