Topgolf Callaway Brands Corp. — Director's Dealing 2021

Feb 11, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CALLAWAY GOLF CO (ELY)
CIK: 0000837465
Period of Report: 2021-02-08

Reporting Person: Thomas Jennifer L. (Chief Accounting Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-08	Common Stock	M	923	$0.00	Acquired	45619	Direct
2021-02-08	Common Stock	F	453	$31.74	Disposed	45166	Direct
2021-02-09	Common Stock	M	7682	$0.00	Acquired	52848	Direct
2021-02-09	Common Stock	F	3422	$31.39	Disposed	49426	Direct
2021-02-09	Common Stock	M	1052	$0.00	Acquired	50478	Direct
2021-02-09	Common Stock	F	448	$31.39	Disposed	50030	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-02-08	Restricted Stock Units	$0.00	M	923.23	Disposed		Common Stock (923.23)	Direct
2021-02-09	Performance Stock Units	$0.00	M	7682	Disposed		Common Stock (7682)	Direct
2021-02-09	Restricted Stock Units	$0.00	M	1052.94	Disposed		Common Stock (1052.94)	Direct

Footnotes

F1: Represents the number of shares of common stock issued upon the vesting of restricted stock units ("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.

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

F3: The amount of securities beneficially owned includes the reporting person's acquisition in exempt transactions of 6 shares of common stock acquired through dividend reinvestment since the date these holdings were last reported.

F4: Represents the number of shares of common stock withheld by the Company to satisfy tax withholding requirements in connection with the RSU/PSU vesting.

F5: Represents the number of shares of common stock issued upon the vesting of a PSUs.

F6: The RSUs were granted on February 8, 2019 and vest in three equal annual installments beginning on the first anniversary of the grant date.

F7: Represents only the unvested portion of the RSUs granted on February 8, 2019 plus the number of shares of common stock accrued with respect to such unvested portion of the RSUs as a result of dividend equivalent rights to be paid by the Company pursuant to the terms of the award and does not include other RSUs with different vesting terms.

F8: On February 9, 2018, the reporting person was granted PSUs, the vesting of which was subject to the achievement of certain performance criteria. On February 2, 2021, 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 9, 2021.

F9: The RSUs were granted on February 9, 2018 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 9, 2021.