Sec Form 3 Filing - Fine Rebecca @ CALLAWAY GOLF CO - 2022-02-25

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
Fine Rebecca
2. Issuer Name and Ticker or Trading Symbol
CALLAWAY GOLF CO [ ELY]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
EVP, Chief People Officer
(Last) (First) (Middle)
2180 RUTHERFORD ROAD
3. Date of Earliest Transaction (MM/DD/YY)
02/25/2022
(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
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
Incentive Stock Option (right to buy) $ 32.21 ( 1 ) 03/29/2029 Common Stock 13,017 D
Incentive Stock Option (right to buy) $ 35.14 12/06/2021( 2 ) 02/20/2030 Common Stock 497 D
Non-Qualified Stock Option (right to buy) $ 35.14 12/06/2021( 2 ) 02/20/2030 Common Stock 4,402 D
Incentive Stock Option (right to buy) $ 35.14 ( 3 ) 04/29/2030 Common Stock 4,555 D
Non-Qualified Stock Option (right to buy) $ 35.14 ( 4 ) 04/29/2030 Common Stock 10,520 D
Restricted Stock Units( 5 ) $ 0 ( 6 ) ( 6 ) Common Stock 5,742 D
Restricted Stock Units( 5 ) $ 0 ( 6 ) ( 6 ) Common Stock 13,531 D
Performance Stock Unit( 7 ) $ 0 ( 8 ) ( 8 ) Common Stock 1,755 D
Restricted Stock Units( 5 ) $ 0 ( 9 ) ( 9 ) Common Stock 9,356 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Fine Rebecca
2180 RUTHERFORD ROAD
CARLSBAD, CA92008
EVP, Chief People Officer
Signatures
/s/ Sarah Kim Attorney-in-Fact for Rebecca Fine under a Limited Power of Attorney dated February 23, 2022. 03/03/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )9,763 shares subject to this stock option are fully vested as of the date hereof, and the remaining 3,254 shares vest on 1/1/2023.
( 2 )The stock option vested in full on this date.
( 3 )539 shares subject to this stock option are fully vested as of the date hereof, and the remaining shares vest as follows: 537 shares on 1/1/2023; and 3,479 shares on 1/1/2024.
( 4 )7,000 shares subject to this stock option are fully vested as of the date hereof, and the remaining shares vest as follows: 3,231 shares on 1/1/2023; and 289 shares on 1/1/2024.
( 5 )Each Restricted Stock Unit ("RSUs") represents a contingent right to receive one share of common stock.
( 6 )These RSUs are scheduled to vest as follows: 1/3 of the RSUs vest on 3/8/2022; 1/3 of the RSUs vest on 3/8/2023; and 1/3 of the RSUs vest on 3/8/2024.
( 7 )Each Performance Stock Unit ("PSUs") represents a contingent right to receive one share of common stock, subject to the achievement of applicable performance criteria.
( 8 )On March 8, 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.
( 9 )These RSUs are scheduled to vest as follows: 1/3 of the RSUs vest on 2/17/2023; 1/3 of the RSUs vest on 2/17/2024; and 1/3 of the RSUs vest on 2/17/2025.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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