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.