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: HOLIDAY BRADLEY J (Senior Executive VP & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-01-29	Common Stock	M	15242	—	Acquired	36761	Direct
2012-01-29	Common Stock	F	6072	$6.69	Disposed	30689	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-01-27	Stock Appreciation Rights (SARs)	$6.69	A	109789	Acquired	2017-01-27	Common Stock (109789)	Direct
2012-01-27	Phantom Stock Units	$	A	17437	Acquired	2015-01-27	Common Stock (17437)	Direct
2012-01-29	Restricted Stock Units	$0	M	15242.46	Disposed		Common Stock (15242.46)	Direct

Footnotes

F1: Reflects the vesting of a prior restricted stock unit grant, 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 settlement of the restricted stock units in shares of common stock.

F3: These shares represent the number of shares of common stock withheld by the Company to satisfy tax withholding requirements in connection with the vesting of the restricted stock units.

F4: 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.

F5: 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.

F6: Each restricted stock unit represents a contingent right to receive one share of common stock.

F7: The restricted stock unit vested in full on January 29, 2012.