Topgolf Callaway Brands Corp. — Director's Dealing 2020

Feb 8, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CALLAWAY GOLF CO (ELY)
CIK: 0000837465
Period of Report: 2020-02-06

Reporting Person: Lynch Brian P. (EVP, CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-02-06	Common Stock	M	34070	$0.00	Acquired	66037	Direct
2020-02-06	Common Stock	F	18372	$21.13	Disposed	47665	Direct
2020-02-06	Common Stock	M	4681	$0.00	Acquired	52346	Direct
2020-02-06	Common Stock	F	2756	$21.13	Disposed	49590	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-02-06	Performance Stock Unit	$0.00	M	34070	Disposed		Common Stock (34070)	Direct
2020-02-06	Restricted Stock Units	$0.00	M	4681.09	Disposed		Common Stock (4681.09)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	6575	Indirect

Footnotes

F1: Represents the number of shares of common stock issued upon the vesting of a performance stock unit ("PSU").

F2: Restricted Stock Units ("RSUs")/PSUs convert into common stock on a one-for-one basis.

F3: Represents the number of shares of common stock withheld by the Company to satisfy tax withholding requirements in connection with the RSU/PSU vesting.

F4: Represents the number of shares of common stock issued upon the vesting of RSUs plus the number of shares of common stock accrued with respect to such vested portion of the RSUs as a result of dividend equivalent rights paid by the Company pursuant to the terms of the award. The number of shares reported on Table 1 does not include the fractional shares, which were paid in cash upon settlement.

F5: On February 6, 2017, the reporting person was granted PSUs, the vesting of which was subject to the achievement of certain performance criteria. On January 30, 2020, the Compensation and Management Succession Committee of the Board of Directors determined that the performance criteria were achieved with respect to the number of PSUs reported in this row. Therefore these PSUs have fully vested as of February 6, 2020.

F6: The RSUs were granted on February 6, 2017 and vest in three equal annual installments beginning on the first anniversary of the grant date. Therefore these RSUs have fully vested as of February 6, 2020.