Oliver G. Brewer III Under A. - 17 Feb 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.
Issuer symbol
MODG
Transactions as of
17 Feb 2022
Net transactions value
-$2,357,779
Form type
4
Filing time
22 Feb 2022, 16:01:32 UTC
Previous filing
14 Feb 2022
Next filing
10 Mar 2022
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 +81,387 $0.000000 81,387 18 Feb 2022 Direct F1, F2
transaction MODG Common Stock Award $0 +122,012 +150% $0.000000 203,399 18 Feb 2022 Direct F1, F2, F3
transaction MODG Common Stock Tax liability $2,357,779 -100,846 -50% $23.38 102,553 18 Feb 2022 Direct F4
transaction MODG Common Stock Gift $0 -102,553 -100% $0.000000* 0 18 Feb 2022 Direct
transaction MODG Common Stock Gift $0 +102,553 +21% $0.000000 596,555 18 Feb 2022 By Family Trust
holding MODG Common Stock 266,545 17 Feb 2022 By Family Trust for Spouse
holding MODG Common Stock 88,849 17 Feb 2022 By Family Trust for Son 1
holding MODG Common Stock 88,848 17 Feb 2022 By Family Trust for Son 2
holding MODG Common Stock 88,848 17 Feb 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 +39,458 $0.000000 39,458 17 Feb 2022 Common Stock 39,458 Direct F5, F6, F7
transaction MODG Performance Stock Unit Award $0 +22,558 $0.000000 22,558 17 Feb 2022 Common Stock 22,558 Direct F5, F8, F9
transaction MODG Restricted Stock Units Award $0 +57,173 $0.000000 57,173 17 Feb 2022 Common Stock 57,173 Direct F10, F11, F12
transaction MODG Performance Stock Unit Award $0 +47,644 +141% $0.000000 81,387 18 Feb 2022 Common Stock 47,644 Direct F5, F13, F14
transaction MODG Performance Stock Unit Options Exercise $0 -81,387 -100% $0.000000* 0 18 Feb 2022 Common Stock 81,387 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.