Brian P. Lynch - 12 Feb 2023 Form 4 Insider Report for Topgolf Callaway Brands Corp. (MODG)

Role
EVP, CFO
Signature
/s/ Clinton Foss Attorney-in-Fact for Brian P. Lynch under a Limited Power of Attorney dated November 21, 2022.
Issuer symbol
MODG
Transactions as of
12 Feb 2023
Net transactions value
-$485,805
Form type
4
Filing time
14 Feb 2023, 15:34:04 UTC
Previous filing
05 Dec 2022
Next filing
17 Feb 2023
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 +19,062 +34% $0.000000 75,767 12 Feb 2023 Direct F1, F2
transaction MODG Common Stock Award $0 +10,065 +13% $0.000000 85,832 12 Feb 2023 Direct F1, F2, F3
transaction MODG Common Stock Tax liability $364,325 -15,724 -18% $23.17 70,108 12 Feb 2023 Direct F4
transaction MODG Common Stock Options Exercise $0 +5,204 +7.4% $0.000000 75,312 12 Feb 2023 Direct F2, F5
transaction MODG Common Stock Tax liability $70,251 -3,032 -4% $23.17 72,280 12 Feb 2023 Direct F4
transaction MODG Common Stock Options Exercise $0 +4,101 +5.7% $0.000000 76,381 12 Feb 2023 Direct F2
transaction MODG Common Stock Tax liability $51,229 -2,211 -2.9% $23.17 74,170 12 Feb 2023 Direct F4
holding MODG Common Stock 36,575 12 Feb 2023 By Family Trust

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 +12,486 +190% $0.000000 19,062 12 Feb 2023 Common Stock 12,486 Direct F6, F7, F8
transaction MODG Performance Stock Unit Options Exercise $0 -19,062 -100% $0.000000* 0 12 Feb 2023 Common Stock 19,062 Direct F2, F8
transaction MODG Performance Stock Unit Award $0 +2,255 +60% $0.000000 6,015 12 Feb 2023 Common Stock 2,255 Direct F6, F9, F10
transaction MODG Restricted Stock Units Options Exercise $0 -5,204 -100% $0.000000* 0 12 Feb 2023 Common Stock 5,204 Direct F2, F5, F11, F12
transaction MODG Restricted Stock Units Options Exercise $0 -4,101 -50% $0.000000 4,101 12 Feb 2023 Common Stock 4,101 Direct F2, F13, 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/RSUs convert into common stock on a one-for-one basis.
F3 On February 12, 2020, 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/RSU vesting.
F5 Represents the number of shares of common stock issued upon the vesting of Restricted Stock Units ("RSUs") plus the number of shares of common stock accrued with respect to such vested portion of the RSUs as a result of dividend equivalent rights paid by the Company pursuant to the terms of the award. The number of shares reported on Table 1 does not include the fractional shares, which were paid in cash upon settlement.
F6 Each PSU represents a contingent right to receive one share of common stock, subject to the achievement of applicable performance criteria.
F7 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 in this line item represents the number of PSUs that were earned as a result of the achievement of such performance criteria.
F8 Represents the aggregate number of PSUs originally granted on February 12, 2020, the vesting of which was subject to the achievement of certain 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 12, 2023.
F9 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.
F10 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.
F11 The RSUs were granted on February 12, 2020 and vest in three equal annual installments beginning on the first anniversary of the grant date. Therefore these RSUs have fully vested as of February 12, 2023.
F12 Represents only the RSUs granted on February 12, 2020 and does not include RSUs with different vesting terms.
F13 The RSUs were granted on February 12, 2021 and vest in three equal annual installments beginning on the first anniversary of the grant date.
F14 Represents only the unvested portion of the RSUs granted on February 12, 2021 and does not include other RSUs with different vesting terms.