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: ANDERSON ERIK J (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-03-08	Common Stock	A	37405	—	Acquired	37405	Indirect
2021-03-08	Common Stock	A	14748485	—	Acquired	14748485	Indirect
2021-03-08	Common Stock	A	6051339	—	Acquired	6051339	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-03-08	Stock Option	$6.91	A	21348	Acquired	2024-04-16	Common Stock (21348)	Indirect
2021-03-08	Stock Option	$21.08	A	149439	Acquired	2025-08-31	Common Stock (149439)	Indirect
2021-03-08	Stock Option	$30.45	A	35880	Acquired	2028-03-05	Common Stock (35880)	Indirect
2021-03-08	Stock Option	$32.21	A	43391	Acquired	2029-03-18	Common Stock (43391)	Indirect
2021-03-08	Stock Option	$35.14	A	45229	Acquired	2030-04-29	Common Stock (45229)	Indirect
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 (the "Prospectus"). In addition, each outstanding Topgolf stock option held by the Reporting Person was exchanged for an option to purchase the Issuer's Common Stock, as described in the Prospectus.

F2: WestRiver Management, LLC is the sole managing member of TGP Advisors, LLC and TGP Manager, LLC. TGP Manager, LLC is the sole managing member of TGP Investors, LLC ("TGP") and TGP Investors II, LLC ("TGP II") and in such capacity is responsible for voting decisions with respect to certain matters regarding the Issuer's securities held by TGP and TGP II. The Reporting Person is the sole member and manager of WestRiver Management, LLC. As a result, the Reporting Person may be deemed to beneficially own the securities held of record by TGP Advisors, LLC, TGP Investors, LLC and TGP Investors II, LLC. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest therein.

F3: The stock option is currently exercisable.

F4: The stock option vests in four equal annual installments, beginning on January 1, 2019.

F5: The stock option vests in four equal annual installments, beginning on January 1, 2020.

F6: The stock option vests in four equal annual installments, beginning on January 1, 2021.

F7: Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock.

F8: The RSUs were granted on March 8, 2021 and vest in full on the first anniversary of the grant date.