Sec Form 4 Filing - Dundon Thomas G. @ CALLAWAY GOLF CO - 2021-03-08

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Dundon Thomas G.
2. Issuer Name and Ticker or Trading Symbol
CALLAWAY GOLF CO [ ELY]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
2180 RUTHERFORD ROAD
3. Date of Earliest Transaction (MM/DD/YY)
03/08/2021
(Street)
CARLSBAD, CA92008
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 03/08/2021 A 42,697 A 42,697 D
Common Stock 03/08/2021 A 18,592,833 A 18,592,833 I By DDFS Partnership LP ( 2 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units ( 3 ) 03/08/2021 A 573 ( 4 ) ( 4 ) Common Stock 573 $ 0 573 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Dundon Thomas G.
2180 RUTHERFORD ROAD
CARLSBAD, CA92008
X
Signatures
/s/ Thomas G. Dundon 03/09/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to that certain Agreement and Plan of Merger, dated as of October 27, 2020 (the "Merger Agreement"), by and among the Issuer, 51 Steps, Inc. ("Merger Sub") and Topgolf International, Inc. ("Topgolf"), on March 8, 2021, each share of Topgolf common stock and preferred stock, was automatically converted into the right to receive a number of shares of the Issuer's common stock based on the exchange ratio described in the Issuer's prospectus related to the transactions contemplated by the Merger Agreement.
( 2 )Mr. Dundon is the sole member of DDFS Management Company LLC, which is the sole general partner of DDFS Partnership LP. As a result, each of Mr. Dundon and DDFS Management Company LLC may be deemed to beneficially own the securities reported herein, but each disclaims such beneficial ownership except to the extent of his of its pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein.
( 3 )Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock.
( 4 )The RSUs were granted on March 8, 2021 and vest in full on the first anniversary of the grant date.

Remarks:
DDFS Management Company LLC and DDFS Partnership LP have separately filed a Form 3 with respect to the securities held by DDFS Partnership LP.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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