Sec Form 4 Filing - HINCHMAN STEVEN B @ CALLON PETROLEUM CO - 2010-10-01

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 HINCHMAN STEVEN B 2. Issuer Name and Ticker or Trading Symbol CALLON PETROLEUM CO [ CPE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Exec. VP and COO (Last) (First) (Middle) 200 NORTH CANAL STREET 3. Date of Earliest Transaction (MM/DD/YY) 10/01/2010 (Street) NATCHEZ, MS391203212 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 10/01/2010 10/01/2010 J( 1 ) V 100,000 D $ 0 33,475 D Common Stock 4,845 I 401(k) Account

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 2009 Performance Shares ( 2 ) 10/01/2010 10 /01/2010 J( 1 ) V 100,000 ( 1 ) ( 1 ) Common Stock 100,000 $ 0 0 D 2009 Stock Option (Right to Buy) $ 2.75 ( 3 ) 10/01/2010 10/01/2010 J( 1 ) V 333,334 12/01/2009 06/01/2019 Common Stock 333,334 $ 0 0 D 2010 Phantom Shares ( 4 ) $ 4.95 10/01/2010 10/01/2010 J( 1 ) V 50,000 11/08/2010 12/31/2012 Common Stock 50,000 $ 0 0 D 2010 Restricted Stock Units - cash ( 5 ) $ 4.95 10/01/2010 10/01/2010 J( 1 ) V 15,000 11/08/2010 05/07/2013 Common Stock 15,000 $ 0 0 D 2010 Restricted Stock Units - shares ( 6 ) $ 4.95 10/01/2010 10/01/2010 J( 1 ) V 85,000 11/08/2010 05/07/2013 Common Stock 85,000 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other HINCHMAN STEVEN B 200 NORTH CANAL STREET NATCHEZ, MS391203212 Exec. VP and COO Signatures By: Robert A. Mayfield as Attorney-in-fact for 10/01/2010 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Mr. Hinchman resigned from the Company on October 1, 2010. In accordance with the original share award document, all unvested portions of shares awarded shall be cancelled, shall not vest and shall be returned to the issuer. ( 2 )Shares will vest 0-150% based on performance as measured against a select peer group of companies during the period June 1, 2009 through June 1, 2012. ( 3 )Vesting in three equal increments when the issurer's common stock price closes on the NYSE above $5.00, $10.00, and $15.00 for twenty (20) consecutive trading days, respectively. ( 4 )This Phantom Share award is subject to vesting on December 31, 2012 and is payable in cash rather than stock. In addition, the award is subject to a variable percentage payout based on a performance criteria related to the Total Shareholder Return of the Company compared to a group of peer companies. Therefore this award can range from 0% to as much as 150% of its original value at the vesting date. ( 5 )Restricted Stock Units will vest on the third anniversary date following the grant date. Payment will be made in cash based on the average of the opening and closing market price of the underlying common stock of the issuer on the date of vesting. ( 6 )Restricted Stock Units will vest on the third anniversary date following the grant date. Payment will be made in shares of common stock of the issuer based on the average of the opening and closing market price of the underlying common stock on the date of vesting.

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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