Topgolf Callaway Brands Corp. — Director's Dealing 2012

Jan 31, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CALLAWAY GOLF CO (ELY)
CIK: 0000837465
Period of Report: 2012-01-27

Reporting Person: Richards Leighton Edwin (MD, S.E. Asia & South Pacific)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-01-27	Stock Appreciation Rights (SARs)	$6.69	A	62736	Acquired	2017-01-27	Common Stock (62736)	Direct
2012-01-27	Phantom Stock Units	$	A	9964	Acquired	2015-01-27	Common Stock (9964)	Direct

Footnotes

F1: These Stock Appreciation Rights are scheduled to vest as follows: 1/3 of the SARs vest on January 27, 2013; 1/3 of the SARs vest on January 27, 2014; and 1/3 of the SARs vest on January 27, 2015.

F2: 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.