Artie Starrs - Apr 5, 2024 Form 4 Insider Report for Topgolf Callaway Brands Corp. (MODG)

Role
CEO, Topgolf
Signature
/s/ Clinton Foss Attorney-in-Fact for Artie Starrs under a Limited Power of Attorney dated November 30, 2023.
Stock symbol
MODG
Transactions as of
Apr 5, 2024
Transactions value $
-$1,040,759
Form type
4
Date filed
4/5/2024, 06:29 PM
Previous filing
Mar 5, 2024
Next filing
Jun 18, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction MODG Common Stock Options Exercise $0 +25.8K +30.47% $0.00 110K Apr 5, 2024 Direct F1
transaction MODG Common Stock Tax liability -$167K -10.1K -9.19% $16.45 100K Apr 5, 2024 Direct F2
transaction MODG Common Stock Options Exercise $0 +28.4K +28.29% $0.00 129K Apr 5, 2024 Direct F1
transaction MODG Common Stock Tax liability -$184K -11.2K -8.68% $16.45 117K Apr 5, 2024 Direct F2
transaction MODG Common Stock Options Exercise $0 +7.37K +6.28% $0.00 125K Apr 5, 2024 Direct F1
transaction MODG Common Stock Tax liability -$47.7K -2.9K -2.32% $16.45 122K Apr 5, 2024 Direct F2
transaction MODG Common Stock Options Exercise $0 +99.3K +81.41% $0.00 221K Apr 5, 2024 Direct F1
transaction MODG Common Stock Tax liability -$643K -39.1K -17.66% $16.45 182K Apr 5, 2024 Direct F2

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 Restricted Stock Units Options Exercise $0 -25.8K -100% $0.00* 0 Apr 5, 2024 Common Stock 25.8K Direct F1, F3, F4
transaction MODG Performance Stock Unit Options Exercise $0 -28.4K -100% $0.00* 0 Apr 5, 2024 Common Stock 28.4K Direct F1, F5
transaction MODG Performance Stock Unit Options Exercise $0 -7.37K -100% $0.00* 0 Apr 5, 2024 Common Stock 7.37K Direct F1, F6
transaction MODG Performance Stock Unit Options Exercise $0 -99.3K -100% $0.00* 0 Apr 5, 2024 Common Stock 99.3K Direct F1, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Performance Stock Units ("PSUs")/Restricted Stock Units ("RSUs') convert into common stock on a one-for-one basis.
F2 Represents the number of shares of common stock withheld by the Company to satisfy tax withholding requirements in connection with the PSU/RSU vesting.
F3 The RSUs were granted on April 5, 2021 and vest in three equal annual installments beginning on the first anniversary of the grant date. Therefore these RSUs have fully vested as of April 5, 2024.
F4 Represents only the RSUs granted on April 5, 2021 and does not include RSUs with different vesting terms.
F5 Represents the aggregate number of PSUs originally granted on April 5, 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. All of such shares have fully vested as of April 5, 2024.
F6 Represents the aggregate number of rTSR PSUs originally granted on April 5, 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. All of such shares have fully vested as of April 5, 2024.