Artie Starrs - 05 Apr 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.
Issuer symbol: MODG
Transactions as of: 05 Apr 2024
Net transactions value: -$1,040,759
Form type: 4
Filing time: 05 Apr 2024, 18:29:32 UTC
Previous filing: 05 Mar 2024
Next filing: 18 Jun 2024
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	MODG	Common Stock	Options Exercise	$0	+25,781	+30%	$0.000000	110,396	05 Apr 2024	Direct	F1
transaction	MODG	Common Stock	Tax liability	$166,902	-10,146	-9.2%	$16.45	100,250	05 Apr 2024	Direct	F2
transaction	MODG	Common Stock	Options Exercise	$0	+28,360	+28%	$0.000000	128,610	05 Apr 2024	Direct	F1
transaction	MODG	Common Stock	Tax liability	$183,582	-11,160	-8.7%	$16.45	117,450	05 Apr 2024	Direct	F2
transaction	MODG	Common Stock	Options Exercise	$0	+7,374	+6.3%	$0.000000	124,824	05 Apr 2024	Direct	F1
transaction	MODG	Common Stock	Tax liability	$47,738	-2,902	-2.3%	$16.45	121,922	05 Apr 2024	Direct	F2
transaction	MODG	Common Stock	Options Exercise	$0	+99,261	+81%	$0.000000	221,183	05 Apr 2024	Direct	F1
transaction	MODG	Common Stock	Tax liability	$642,537	-39,060	-18%	$16.45	182,123	05 Apr 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	-25,781	-100%	$0.000000^*	0	05 Apr 2024	Common Stock	25,781		Direct	F1, F3, F4
transaction	MODG	Performance Stock Unit	Options Exercise	$0	-28,360	-100%	$0.000000^*	0	05 Apr 2024	Common Stock	28,360		Direct	F1, F5
transaction	MODG	Performance Stock Unit	Options Exercise	$0	-7,374	-100%	$0.000000^*	0	05 Apr 2024	Common Stock	7,374		Direct	F1, F6
transaction	MODG	Performance Stock Unit	Options Exercise	$0	-99,261	-100%	$0.000000^*	0	05 Apr 2024	Common Stock	99,261		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.