Joseph B. Flannery - Feb 6, 2024 Form 4 Insider Report for Topgolf Callaway Brands Corp. (MODG)

Role
EVP, Apparel & Soft Goods
Signature
/s/ Clinton Foss Attorney-in-Fact for Joseph B. Flannery 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, 04:41 PM
Previous filing
Mar 9, 2023

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 +6.02K +150.02% $0.00 10K Feb 6, 2024 Common Stock 6.02K Direct F1, F2, F3, F4
transaction MODG Performance Stock Unit Award $0 +2.61K $0.00 2.61K Feb 6, 2024 Common Stock 2.61K Direct F1, F3, F4, F5
transaction MODG Performance Stock Unit Award $0 +25.1K $0.00 25.1K Feb 6, 2024 Common Stock 25.1K Direct F1, F3, F6, F7
transaction MODG Restricted Stock Units Award $0 +21K $0.00 21K Feb 6, 2024 Common Stock 21K 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 that will vest on the third anniversary of the grant date 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.