Joseph B. Flannery - Feb 21, 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.
Stock symbol
MODG
Transactions as of
Feb 21, 2023
Transactions value $
-$184,657
Form type
4
Date filed
2/23/2023, 03:43 PM
Previous filing
Feb 17, 2023
Next filing
Mar 9, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction MODG Common Stock Options Exercise $0 +12.7K +106.03% $0.00 24.7K Feb 21, 2023 Direct F1
transaction MODG Common Stock Options Exercise $0 +6.71K +27.17% $0.00 31.4K Feb 21, 2023 Direct F1
transaction MODG Common Stock Tax liability -$157K -6.72K -21.39% $23.33 24.7K Feb 21, 2023 Direct F2
transaction MODG Common Stock Options Exercise $0 +3.47K +14.04% $0.00 28.2K Feb 21, 2023 Direct F1
transaction MODG Common Stock Tax liability -$28K -1.2K -4.26% $23.33 27K Feb 21, 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 Options Exercise $0 -12.7K -100% $0.00* 0 Feb 21, 2023 Common Stock 12.7K Direct F1, F3
transaction MODG Performance Stock Unit Options Exercise $0 -6.71K -100% $0.00* 0 Feb 21, 2023 Common Stock 6.71K Direct F1, F4
transaction MODG Restricted Stock Units Options Exercise $0 -3.47K -100% $0.00* 0 Feb 21, 2023 Common Stock 3.47K Direct F1, F5, F6
transaction MODG Restricted Stock Units Award $0 +12.1K $0.00 12.1K Feb 22, 2023 Common Stock 12.1K Direct F1, F7, F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Performance Stock Units ("PSUs")/Restricted Stock Units ("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 PSU/RSU vesting.
F3 Represents the aggregate number of PSUs originally granted on February 21, 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 21, 2023.
F4 Represents the aggregate number of PSUs originally granted on February 21, 2020, the vesting of which was subject to the achievement of certain rTSR performance criteria, that have been earned as a result of the achievement of the applicable rTSR performance criteria. All of such shares have fully vested as of February 21, 2023.
F5 The RSUs were granted on February 21, 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 21, 2023.
F6 Represents only the RSUs granted on February 21, 2020 and does not include RSUs with different vesting terms.
F7 These RSUs are scheduled to vest as follows: 1/3 of the RSUs vest on February 22, 2024; 1/3 of the RSUs vest on February 22, 2025; and 1/3 of the RSUs vest on February 22, 2026.
F8 Represents only the RSUs granted on February 22, 2023 and does not include RSUs with different vesting terms.