Oliver G. Brewer III - Feb 17, 2022 Form 4 Insider Report for CALLAWAY GOLF CO (MODG)

Role: President and CEO, Director
Signature: /s/ Sarah Kim Attorney-in-Fact for Oliver G. Brewer III under a Limited Power of Attorney dated February 1, 2019.
Stock symbol: MODG
Transactions as of: Feb 17, 2022
Transactions value $: -$2,357,779
Form type: 4
Date filed: 2/22/2022, 04:01 PM
Previous filing: Feb 14, 2022
Next filing: Mar 10, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	MODG	Common Stock	Options Exercise	$0	+81.4K		$0.00	81.4K	Feb 18, 2022	Direct	F1, F2
transaction	MODG	Common Stock	Award	$0	+122K	+149.92%	$0.00	203K	Feb 18, 2022	Direct	F1, F2, F3
transaction	MODG	Common Stock	Tax liability	-$2.36M	-101K	-49.58%	$23.38	103K	Feb 18, 2022	Direct	F4
transaction	MODG	Common Stock	Gift	$0	-103K	-100%	$0.00^*	0	Feb 18, 2022	Direct
transaction	MODG	Common Stock	Gift	$0	+103K	+20.76%	$0.00	597K	Feb 18, 2022	By Family Trust
holding	MODG	Common Stock						267K	Feb 17, 2022	By Family Trust for Spouse
holding	MODG	Common Stock						88.8K	Feb 17, 2022	By Family Trust for Son 1
holding	MODG	Common Stock						88.8K	Feb 17, 2022	By Family Trust for Son 2
holding	MODG	Common Stock						88.8K	Feb 17, 2022	By Family Trust for Son 3

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	Award	$0	+39.5K		$0.00	39.5K	Feb 17, 2022	Common Stock	39.5K		Direct	F5, F6, F7
transaction	MODG	Performance Stock Unit	Award	$0	+22.6K		$0.00	22.6K	Feb 17, 2022	Common Stock	22.6K		Direct	F5, F8, F9
transaction	MODG	Restricted Stock Units	Award	$0	+57.2K		$0.00	57.2K	Feb 17, 2022	Common Stock	57.2K		Direct	F10, F11, F12
transaction	MODG	Performance Stock Unit	Award	$0	+47.6K	+141.2%	$0.00	81.4K	Feb 18, 2022	Common Stock	47.6K		Direct	F5, F13, F14
transaction	MODG	Performance Stock Unit	Options Exercise	$0	-81.4K	-100%	$0.00^*	0	Feb 18, 2022	Common Stock	81.4K		Direct	F2, F14

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Represents the number of shares of common stock issued upon the vesting of a Performance Stock Units ("PSUs").
F2	PSUs convert into common stock on a one-for-one basis.
F3	On February 8, 2019, the Reporting Person was granted PSUs, the vesting of which is subject to the achievement of certain rTSR performance criteria. The number of shares reported represents the number of PSUs that were earned as a result of the achievement of such performance criteria.
F4	Represents the number of shares of common stock withheld by the Company to satisfy tax withholding requirements in connection with the PSU vesting.
F5	Each PSU represents a contingent right to receive one share of common stock, subject to the achievement of applicable performance criteria.
F6	On February 12, 2020, the Reporting Person was granted PSUs, the vesting of which is subject to the achievement of certain performance criteria. The number of shares reported represents the number of PSUs that were earned as a result of the achievement of such performance criteria. Such PSUs converted to time-based units that will vest on the third anniversary of the grant date subject to continued employment through such date.
F7	Represents the aggregate number of PSUs originally granted on February 12, 2020 that have been earned as a result of the achievement of the applicable performance criteria.
F8	On February 12, 2021, the Reporting Person was granted PSUs, the vesting of which is subject to the achievement of certain performance criteria. The number of shares reported represents the number of PSUs that were earned as a result of the achievement of such performance criteria. Such PSUs converted to time-based units that will vest on the third anniversary of the grant date subject to continued employment through such date.
F9	Represents the aggregate number of PSUs originally granted on February 12, 2021 that have been earned as a result of the achievement of the applicable performance criteria.
F10	Each Restricted Stock Unit ("RSUs") represents a contingent right to receive one share of common stock.
F11	These RSUs are scheduled to vest as follows: 1/3 of the RSUs vest on February 17, 2023; 1/3 of the RSUs vest on February 17, 2024; and 1/3 of the RSUs vest on February 17, 2025.
F12	Represents only the RSUs granted on February 17, 2022 and does not include RSUs with different vesting terms.
F13	On February 8, 2019, the Reporting Person was granted PSUs, the vesting of which is subject to the achievement of certain EPS performance criteria. The number of shares reported in this line item represents the number of PSUs that were earned as a result of the achievement of such performance criteria.
F14	Represents the aggregate number of PSUs originally granted on February 8, 2019, the vesting of which was subject to the achievement of certain EPS 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 February 18, 2022.