Rebecca Fine Under A. - 06 Feb 2024 Form 4 Insider Report for Topgolf Callaway Brands Corp. (MODG)

Signature
/s/ Clinton Foss Attorney-in-Fact for Rebecca Fine under a Limited Power of Attorney dated November 30, 2023.
Issuer symbol
MODG
Transactions as of
06 Feb 2024
Net transactions value
$0
Form type
4
Filing time
08 Feb 2024, 16:40:27 UTC
Previous filing
22 May 2023
Next filing
04 Jun 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 +4,211 +150% $0.000000 7,018 06 Feb 2024 Common Stock 4,211 Direct F1, F2, F3, F4
transaction MODG Performance Stock Unit Award $0 +1,825 $0.000000 1,825 06 Feb 2024 Common Stock 1,825 Direct F1, F3, F4, F5
transaction MODG Performance Stock Unit Award $0 +37,694 $0.000000 37,694 06 Feb 2024 Common Stock 37,694 Direct F1, F2, F3, F4
transaction MODG Restricted Stock Units Award $0 +24,229 $0.000000 24,229 06 Feb 2024 Common Stock 24,229 Direct F6, F7, F8
* 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 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 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 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.
F5 On March 8, 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 Restricted Stock Units ("RSUs") convert into common stock on a one-for-one basis.
F7 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.
F8 Represents only the RSUs granted on February 6, 2024 and does not include RSUs with different vesting terms.