Oliver G. Brewer III - Feb 6, 2024 Form 4 Insider Report for Topgolf Callaway Brands Corp. (MODG)

Role
President and CEO, Director
Signature
/s/ Clinton Foss Attorney-in-Fact for Oliver G. Brewer III under a Limited Power of Attorney dated November 30, 2023.
Stock symbol
MODG
Transactions as of
Feb 6, 2024
Transactions value $
$0
Form type
4
Date filed
2/8/2024, 04:37 PM
Previous filing
Nov 27, 2023
Next filing
Apr 5, 2024

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction MODG Performance Stock Unit Award $0 +54.1K +150% $0.00 90.2K Feb 6, 2024 Common Stock 54.1K Direct F1, F2, F3, F4
transaction MODG Performance Stock Unit Award $0 +23.5K $0.00 23.5K Feb 6, 2024 Common Stock 23.5K Direct F1, F3, F4, F5
transaction MODG Performance Stock Unit Award $0 +696K $0.00 696K Feb 6, 2024 Common Stock 696K Direct F1, F3, F6, F7
transaction MODG Restricted Stock Units Award $0 +117K $0.00 117K Feb 6, 2024 Common Stock 117K Direct F8, F9, F10
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Each Performance Stock Unit ("PSU") represents a contingent right to receive one share of common stock, subject to the achievement of applicable performance criteria.
F2 On February 12, 2021, the Reporting Person was granted PSUs, the vesting of which is subject to the achievement of certain performance criteria. The number of shares reported represents the number of PSUs that were earned as a result of the achievement of such performance criteria. Such PSUs converted to time-based units that will vest on the third anniversary of the grant date subject to continued employment through such date.
F3 Following vesting, the PSUs will become payable upon the earlier of (i) the reporting person's termination of continuous service or (ii) June 3, 2024.
F4 Represents the aggregate number of PSUs originally granted on February 12, 2021, the vesting of which was subject to the achievement of certain performance criteria, that have been earned as a result of the achievement of the applicable performance criteria.
F5 On February 12, 2021, the Reporting Person was granted PSUs, the vesting of which is subject to the achievement of certain rTSR performance criteria. The number of shares reported represents the number of PSUs that were earned as a result of the achievement of such performance criteria. Such PSUs converted to time-based units that will vest on the third anniversary of the grant date subject to continued employment through such date.
F6 On March 8, 2021, the Reporting Person was granted PSUs, the vesting of which is subject to the achievement of certain performance criteria. The number of shares reported represents the number of PSUs that were earned as a result of the achievement of such performance criteria. Such PSUs converted to time-based units 50% of which will vest on the third anniversary of the grant date and 50% of which will vest on the fourth anniversary of the grant date, in each case subject to continued employment through such date.
F7 Represents the aggregate number of PSUs originally granted on March 8, 2021, the vesting of which was subject to the achievement of certain performance criteria, that have been earned as a result of the achievement of the applicable performance criteria.
F8 Restricted Stock Units ("RSUs") convert into common stock on a one-for-one basis.
F9 These RSUs are scheduled to vest as follows: 1/3 of the RSUs vest on February 6, 2025; 1/3 of the RSUs vest on February 6, 2026; and 1/3 of the RSUs vest on February 6, 2027.
F10 Represents only the RSUs granted on February 6, 2024 and does not include RSUs with different vesting terms.