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Topgolf Callaway Brands Corp. — Director's Dealing 2021
Oct 1, 2021
31798_dirs_2021-10-01_68f4dfc0-a6d7-47b4-8650-2a953b69a9f1.zip
Director's Dealing
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SEC Form 4 — Statement of Changes in Beneficial Ownership
Issuer: CALLAWAY GOLF CO (ELY)
CIK: 0000837465
Period of Report: 2021-09-29
Reporting Person: ANDERSON ERIK J (Director)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2021-09-29 | Common Stock | J | 7527374 | $0.00 | Disposed | 5474968 | Indirect |
| 2021-09-29 | Common Stock | J | 3779381 | $0.00 | Disposed | 1209996 | Indirect |
| 2021-09-29 | Common Stock | J | 18703 | $0.00 | Disposed | 18702 | Indirect |
| 2021-09-29 | Common Stock | J | 512019 | $0.00 | Acquired | 512019 | Indirect |
| 2021-09-29 | Common Stock | J | 48591 | $0.00 | Acquired | 48591 | Indirect |
| 2021-09-29 | Common Stock | J | 10304 | $0.00 | Acquired | 10304 | Direct |
Footnotes
F1: Represents a pro-rata distribution in kind of shares of the Issuers common stock held of record by TGP Investors, LLC ("TGP"), TGP Investors II, LLC ("TGP II"), and TGP Advisors, LLC ("TGP Advisors") to their respective members for no consideration ("Distribution-in-Kind") pursuant to such entities organizational documents. As further disclosed in Amendment No. 1 to the Schedule 13D filed by WestRiver Management, LLC ("WestRiver Management") with the Securities and Exchange Commission on October 1, 2021, the persons who received shares of the Issuers common stock as a result of the Distribution-in-Kind agreed that such shares are subject to the terms of a lock-up agreement that restricts them from selling or otherwise transferring such shares through November 9, 2021.
F2: WestRiver Management is the sole managing member of TGP Advisors and TGP Manager, LLC ("TGP Manager"). TGP Manager is the sole managing member of TGP and TGP II and in such capacity is responsible for voting decisions with respect to certain matters regarding the Issuers securities held by TGP and TGP II. The Reporting Person is the sole member and sole manager of WestRiver Management and the sole manager of Anderson Family Investments, LLC ("AFI"). As a result, the Reporting Person may be deemed to beneficially own the securities held of record by TGP, TGP II, TGP Advisors, WestRiver Management and AFI. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Persons pecuniary interest therein.
F3: Represents shares of Issuers common stock received in connection with the Distribution-in-Kind.