Erik J. Anderson - Mar 8, 2022 Form 4 Insider Report for CALLAWAY GOLF CO (MODG)

Role
Director
Signature
/s/ Erik J Anderson
Stock symbol
MODG
Transactions as of
Mar 8, 2022
Transactions value $
-$4,411,639
Form type
4
Date filed
3/10/2022, 05:27 PM
Previous filing
Feb 8, 2022
Next filing
May 18, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction MODG Common Stock Other $0 -2.74M -50% $0.00 2.74M Mar 8, 2022 By TGP Investors, LLC F1, F2
transaction MODG Common Stock Other $0 -605K -50% $0.00 605K Mar 8, 2022 By TGP Investors II, LLC F1, F2
transaction MODG Common Stock Other $0 -9.35K -50% $0.00 9.35K Mar 8, 2022 By TGP Advisors, LLC F1, F2
transaction MODG Common Stock Other $0 +502K +131.41% $0.00 884K Mar 8, 2022 By WestRiver Management, LLC F2, F3, F4
transaction MODG Common Stock Other -$4.41M -204K -23.07% $21.64 680K Mar 8, 2022 By WestRiver Management, LLC F2, F5, F6
transaction MODG Common Stock Other $0 -18K -2.65% $0.00 662K Mar 8, 2022 By WestRiver Management, LLC F1, F2
transaction MODG Common Stock Other $0 +18K $0.00 10.3K Mar 8, 2022 Direct F3, F7
transaction MODG Common Stock Other $0 +5.15K +50% $0.00 15.5K Mar 8, 2022 Direct F3
transaction MODG Common Stock Options Exercise $0 +573 +3.71% $0.00 16K Mar 8, 2022 Direct F8, F9
holding MODG Common Stock 38.6K Mar 8, 2022 By Anderson Family Investments, LLC 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 -573 -100% $0.00* 0 Mar 8, 2022 Common Stock 573 Direct F8, F9, F10, F11
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents a pro-rata distribution in kind of shares of the Issuer's common stock held of record by TGP Investors, LLC ("TGP"), TGP Investors II, LLC ("TGP II"), TGP Manager, LLC ("TGP Manager"), and TGP Advisors, LLC ("TGP Advisors") to their respective members for no consideration ("Distribution-in-Kind") pursuant to such entities' organizational documents.
F2 WestRiver Management, LLC ("WestRiver Management") is the sole managing member of TGP Advisors and TGP Manager. TGP Manager is the sole managing member of TGP and TGP II and in such capacity is responsible for voting decisions with respect to certain matters regarding the Issuer's securities held by TGP and TGP II. The Reporting Person is the sole member and sole manager of WestRiver Management and the sole manager of Anderson Family Investments, LLC ("AFI"). As a result, the Reporting Person may be deemed to beneficially own the securities held of record by TGP, TGP II, TGP Advisors, TGP Manager, WestRiver Management and AFI. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein.
F3 Represents shares of Issuer's common stock received in connection with the Distribution-in-Kind.
F4 The 501,827 shares of Issuer common stock received by WestRiver Management in connection with the Distribution-in-Kind includes 112,644 shares of the Issuer's common stock that were inadvertently reported on the Reporting Person's prior Form 4 filed on October 1, 2021 ("Prior Form 4") as held directly by WestRiver Management after giving effect to the in-kind distribution, effected on September 29, 2021, that was reported on the Prior Form 4 (the "Prior Distribution-in-Kind"). These 112,644 shares were instead held directly by TGP Manager, of which WestRiver Management is the sole managing member, after giving effect to the Prior Distribution-in-Kind. The Prior Form 4 should have reported that WestRiver Management held directly 399,375 shares of Issuer common stock and TGP Manager held directly 112,644 shares of Issuer Common Stock. In connection with the Distribution-in-Kind, TGP Manager distributed these 112,644 shares to WestRiver Management.
F5 Represents shares of the Issuer's common stock transferred to third party consultants as compensation pursuant to existing consulting arrangements between WestRiver Management and such consultants.
F6 Represents the closing price of the Issuer's common stock on the date the shares were transferred in the transactions described in note 5.
F7 The number of shares of the Issuer's common stock held directly by the Reporting Person reflects the transfer of 18,024 shares of the Issuer's common stock by the Reporting Person to his former spouse pursuant to the requirements of a domestic relations order, which is exempt under Rule 16a-12.
F8 Represents the number of shares of the Issuer's common stock issued upon the vesting of restricted stock units ("RSUs").
F9 RSUs convert into common stock of the Issuer on a one-for-one basis.
F10 The RSUs were granted March 8, 2021 and vested on the first anniversary of the grant date.
F11 Represents only the RSUs granted on March 8, 2021, and does not include RSUs with different vesting terms.