Brian P. Lynch - 03 Jun 2024 Form 4 Insider Report for Topgolf Callaway Brands Corp. (MODG)

Role
EVP, CFO
Signature
/s/ Clinton Foss Attorney-in-Fact for Brian P. Lynch under a Limited Power of Attorney dated November 30, 2023.
Issuer symbol
MODG
Transactions as of
03 Jun 2024
Net transactions value
-$1,468,526
Form type
4
Filing time
04 Jun 2024, 17:05:08 UTC
Previous filing
08 Feb 2024
Next filing
07 Feb 2025
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 +15,038 +14% $0.000000 120,703 03 Jun 2024 Direct F1
transaction MODG Common Stock Tax liability $128,607 -8,202 -6.8% $15.68 112,501 03 Jun 2024 Direct F2
transaction MODG Common Stock Options Exercise $0 +3,910 +3.5% $0.000000 116,411 03 Jun 2024 Direct F1
transaction MODG Common Stock Tax liability $33,100 -2,111 -1.8% $15.68 114,300 03 Jun 2024 Direct F2
transaction MODG Common Stock Options Exercise $0 +4,101 +3.6% $0.000000 118,401 03 Jun 2024 Direct F1
transaction MODG Common Stock Tax liability $34,716 -2,214 -1.9% $15.68 116,187 03 Jun 2024 Direct F2
transaction MODG Common Stock Options Exercise $0 +7,796 +6.7% $0.000000 123,983 03 Jun 2024 Direct F1
transaction MODG Common Stock Tax liability $65,997 -4,209 -3.4% $15.68 119,774 03 Jun 2024 Direct F2
transaction MODG Common Stock Options Exercise $0 +9,333 +7.8% $0.000000 129,107 03 Jun 2024 Direct F1
transaction MODG Common Stock Tax liability $78,996 -5,038 -3.9% $15.68 124,069 03 Jun 2024 Direct F2
transaction MODG Common Stock Options Exercise $0 +115,980 +93% $0.000000 240,049 03 Jun 2024 Direct F1
transaction MODG Common Stock Tax liability $981,678 -62,607 -26% $15.68 177,442 03 Jun 2024 Direct F2
transaction MODG Common Stock Options Exercise $0 +17,182 +9.7% $0.000000 194,624 03 Jun 2024 Direct F1
transaction MODG Common Stock Tax liability $145,432 -9,275 -4.8% $15.68 185,349 03 Jun 2024 Direct F2
holding MODG Common Stock 36,575 03 Jun 2024 By Family Trust

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 Options Exercise $0 -15,038 -100% $0.000000* 0 03 Jun 2024 Common Stock 15,038 Direct F1, F3
transaction MODG Performance Stock Unit Options Exercise $0 -3,910 -100% $0.000000* 0 03 Jun 2024 Common Stock 3,910 Direct F1, F4
transaction MODG Restricted Stock Units Options Exercise $0 -4,101 -100% $0.000000* 0 03 Jun 2024 Common Stock 4,101 Direct F1, F5
transaction MODG Restricted Stock Units Options Exercise $0 -7,796 -50% $0.000000 7,796 03 Jun 2024 Common Stock 7,796 Direct F1, F6, F7
transaction MODG Restricted Stock Units Options Exercise $0 -9,333 -33% $0.000000 18,664 03 Jun 2024 Common Stock 9,333 Direct F1, F8, F9
transaction MODG Performance Stock Unit Options Exercise $0 -115,980 -50% $0.000000 115,979 03 Jun 2024 Common Stock 115,980 Direct F1, F10, F11
transaction MODG Restricted Stock Units Options Exercise $0 -17,182 -100% $0.000000* 0 03 Jun 2024 Common Stock 17,182 Direct F1, F12
* 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 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. All of such shares were fully vested as of February 12, 2024.
F4 Represents the aggregate number of rTSR 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. All of such shares were fully vested as of February 12, 2024.
F5 The RSUs were granted on February 12, 2021 and vested in three equal annual installments beginning on the first anniversary of the grant date. Therefore, these RSUs were fully vested as of February 12, 2024.
F6 The RSUs were granted on February 17, 2022 and vest in three equal annual installments beginning on the first anniversary of the grant date.
F7 Represents only the unvested portion of the RSUs granted on February 17, 2022 and does not include RSUs with different vesting terms.
F8 The RSUs were granted on February 22, 2023 and vest in three equal annual installments beginning on the first anniversary of the grant date.
F9 Represents only the unvested portion of the RSUs granted on February 22, 2023 and does not include RSUs with different vesting terms.
F10 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. Such PSUs converted to time-based units 50% of which vested on the third anniversary of the grant date and 50% of which will vest on the fourth anniversary of the grant date, subject to continued employment through such date.
F11 Represents only the unvested portion of the PSUs granted on March 8, 2021 and does not include PSUs with different vesting terms.
F12 The RSUs were granted on March 8, 2021 and vested in three equal annual installments beginning on the first anniversary of the grant date. Therefore these RSUs were fully vested as of March 8, 2024.