Erik J. Anderson - Mar 6, 2023 Form 4 Insider Report for Topgolf Callaway Brands Corp. (MODG)

Role
Director
Signature
/s/ Erik J Anderson
Stock symbol
MODG
Transactions as of
Mar 6, 2023
Transactions value $
-$2,448,515
Form type
4
Date filed
3/8/2023, 03:41 PM
Previous filing
Mar 1, 2023
Next filing
May 12, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction MODG Common Stock Sale -$479K -20K -3.51% $23.96 549K Mar 6, 2023 By WestRiver Management, LLC F2
transaction MODG Common Stock Other $0 -2.74M -100% $0.00* 0 Mar 7, 2023 By TGP Investors, LLC F1, F2
transaction MODG Common Stock Other $0 -605K -100% $0.00* 0 Mar 7, 2023 By TGP Investors II, LLC F1, F2
transaction MODG Common Stock Other $0 -9.35K -100% $0.00* 0 Mar 7, 2023 By TGP Advisors, LLC F1, F2
transaction MODG Common Stock Other $0 +428K +77.87% $0.00 977K Mar 7, 2023 By WestRiver Management, LLC F2, F3
transaction MODG Common Stock Other -$1.97M -85.5K -8.76% $23.02 892K Mar 7, 2023 By WestRiver Management, LLC F2, F4, F5
transaction MODG Common Stock Other $0 -8.56K -0.96% $0.00 883K Mar 7, 2023 By WestRiver Management, LLC F1, F2
transaction MODG Common Stock Other $0 +8.56K +74.15% $0.00 20.1K Mar 7, 2023 Direct F3, F6
transaction MODG Common Stock Other $0 +5.15K +25.64% $0.00 25.2K Mar 7, 2023 Direct F3
transaction MODG Common Stock Other $0 +1.89K +4.88% $0.00 40.5K Mar 7, 2023 By Anderson Family Investments, LLC F2, F3
* 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 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.
F5 Represents the closing price of the Issuer's common stock on the date the shares were transferred in the transactions described in note 4.
F6 The number of shares of the Issuer's common stock held directly by the Reporting Person reflects the transfer of 8,555 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.