Topgolf Callaway Brands Corp. — Director's Dealing 2021

Mar 10, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CALLAWAY GOLF CO (ELY)
CIK: 0000837465
Period of Report: 2021-03-08

Reporting Person: Dundon Thomas G. (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-03-08	Common Stock	A	42697	—	Acquired	42697	Direct
2021-03-08	Common Stock	A	18592833	—	Acquired	18592833	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-03-08	Restricted Stock Units	$	A	573	Acquired		Common Stock (573)	Direct

Footnotes

F1: Pursuant to that certain Agreement and Plan of Merger, dated as of October 27, 2020 (the "Merger Agreement"), by and among the Issuer, 51 Steps, Inc. ("Merger Sub") and Topgolf International, Inc. ("Topgolf"), on March 8, 2021, each share of Topgolf common stock and preferred stock, was automatically converted into the right to receive a number of shares of the Issuer's common stock based on the exchange ratio described in the Issuer's prospectus related to the transactions contemplated by the Merger Agreement.

F2: Mr. Dundon is the sole member of DDFS Management Company LLC, which is the sole general partner of DDFS Partnership LP. As a result, each of Mr. Dundon and DDFS Management Company LLC may be deemed to beneficially own the securities reported herein, but each disclaims such beneficial ownership except to the extent of his of its pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein.

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

F4: The RSUs were granted on March 8, 2021 and vest in full on the first anniversary of the grant date.