Sec Form 4 Filing - CALLON FRED L @ CALLON PETROLEUM CO - 2017-05-11

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 CALLON FRED L 2. Issuer Name and Ticker or Trading Symbol CALLON PETROLEUM CO [ CPE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chariman and CEO (Last) (First) (Middle) 200 N CANAL ST 3. Date of Earliest Transaction (MM/DD/YY) 05/11/2017 (Street) NATCHEZ, MS39120 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 05/14/2017 05/14/2017 M 56,052 A $ 0 493,772 D Common Stock 05/14/2017 05/14/2017 F 26,317 D $ 12.45 467,455 D Common Stock 05/14/2017 05/14/2017 M 9,892 A 477,347 D Common Stock 05/14/2017 05/14/2017 D 9,892 D $ 12.45 467,455 D Common Stock 54,043 ( 2 ) ( 3 ) I 401(k) Account Common Stock 24,904 ( 2 ) I By Spouse Common Stock 25,215 ( 2 ) I As Custodian for Child

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 2014 RSU - Stock ( 4 ) $ 0 05/14/2017 M 56,052 05/14/2017 05/14/2017 Common Stock 56,052 $ 0 0 D 2014 Phantom Units ( 4 ) ( 1 ) 05/14/2017 M 9,892 05/14/2017 05/14/2017 Common Stock 9,892 ( 1 ) 0 D 2017 RSU - Stock ( 4 ) $ 0 05/11/2017 A 97,278 05/11/2020 05/11/2020 Common Stock 97,278 $ 0 97,278 D 2017 Performance Based Units - 50% Stock/50% Cash ( 5 ) ( 6 ) ( 7 ) 05/11/2017 A 145,920 12/31/2019 12/31/2019 Common Stock 145,920 $ 0 145,920 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other CALLON FRED L 200 N CANAL ST NATCHEZ, MS39120 X Chariman and CEO Signatures Clay V. Bland as Attorney-in-fact 05/15/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The terms of this Phantom Unit award specify payments in cash rather than in common shares. The value of each vested unit is equal to the economic value of one share of Callon Petroleum Company common stock at its closing price on the vesting date. ( 2 )The number of shares indirectly held by the reporting person are reported on this Form 4 for the purpose of disclosing beneficial ownership. ( 3 )The number of shares reported is calculated by dividing the total market value of the reporting person's 401(k) account balance invested in the Employer Stock Fund on the date of the earliest transaction reported on this Form 4 by the closing market price-per-share on that date. ( 4 )The award terms specify cliff vesting three years from the date of the award. ( 5 )The award terms specify cliff vesting on December 31, 2019. ( 6 )This Performance Based Unit award is subject to a variable number of units vesting based on a performance criteria related to the total shareholder return of the company compared to a group of peer companies. The number of units subject to vest under this award can range from 0% to as much as 200%. The award terms also specify that upon vesting 50% of the vested units will be payable in common shares and 50% will be payable in cash. ( 7 )Each unit is the economic equivalent of one share of the company's common stock.

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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