Topgolf Callaway Brands Corp. — Director's Dealing 2012

May 21, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CALLAWAY GOLF CO (ELY)
CIK: 0000837465
Period of Report: 2012-05-19

Reporting Person: CUSHMAN JOHN C III (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-19	Common Stock	M	7439	$0.0	Acquired	30374	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-19	Restricted Stock Units	$	M	7439.88	Disposed	2012-05-19	Common Stock (7439.88)	Direct

Footnotes

F1: Reflects the vesting of a prior restricted stock unit grant (granted on May 19, 2009), which was previously reported on a Form 4, and additional restricted stock units accrued as a result of dividend equivalent rights paid by the Company pursuant to the terms of the grant.

F2: Reflects a deduction for cash paid in lieu of fractional shares upon the conversion of the restricted stock units to shares of common stock.

F3: Each restricted stock unit represents a contingent right to receive one share of common stock.

F4: The reporting person is the holder of other Restricted Stock Units as follows: 12,906 restricted stock units previously granted plus an additional 115.85 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, 5,769.92 restricted stock units are scheduled to vest on May 18, 2013 and 7,251.93 restricted stock units are scheduled to vest on May 18, 2014.