Joseph B. Flannery Under A. - 12 Feb 2023 Form 4 Insider Report for Topgolf Callaway Brands Corp. (MODG)

Role
EVP, Apparel & Soft Goods
Signature
/s/ Clinton Foss Attorney-in-Fact for Joseph B. Flannery under a Limited Power of Attorney dated November 21, 2022.
Issuer symbol
MODG
Transactions as of
12 Feb 2023
Net transactions value
-$25,835
Form type
4
Filing time
14 Feb 2023, 15:35:13 UTC
Previous filing
10 Mar 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 +2,734 +34% $0.000000 10,688 12 Feb 2023 Direct F1
transaction MODG Common Stock Tax liability $25,835 -1,115 -10% $23.17 9,573 12 Feb 2023 Direct F2

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 +8,324 +190% $0.000000 12,708 12 Feb 2023 Common Stock 8,324 Direct F3, F4, F5
transaction MODG Performance Stock Unit Award $0 +6,710 $0.000000 6,710 12 Feb 2023 Common Stock 6,710 Direct F3, F6
transaction MODG Performance Stock Unit Award $0 +1,503 +60% $0.000000 4,010 12 Feb 2023 Common Stock 1,503 Direct F3, F7, F8
transaction MODG Restricted Stock Units Options Exercise $0 -2,734 -50% $0.000000 2,734 12 Feb 2023 Common Stock 2,734 Direct F1, F9, F10
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 RSUs convert into common stock on a one-for-one basis.
F2 Represents the number of shares of common stock withheld by the Company to satisfy tax withholding requirements in connection with the RSU vesting.
F3 Each PSU represents a contingent right to receive one share of common stock, subject to the achievement of applicable performance criteria.
F4 On February 21, 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.
F5 Represents the aggregate number of PSUs originally granted on February 21, 2020, that have been earned as a result of the achievement of the applicable performance criteria.
F6 On February 21, 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. 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 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.
F8 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.
F9 The RSUs were granted on February 12, 2021 and vest in three equal annual installments beginning on the first anniversary of the grant date.
F10 Represents only the unvested portion of the RSUs granted on February 12, 2021 and does not include other RSUs with different vesting terms.