Sec Form 3 Filing - WestRiver Management, LLC @ CALLAWAY GOLF CO - 2021-03-08

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
WestRiver Management, LLC
2. Issuer Name and Ticker or Trading Symbol
CALLAWAY GOLF CO [ ELY]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
920 5TH AVE, STE 3450
3. Date of Earliest Transaction (MM/DD/YY)
03/08/2021
(Street)
SEATTLE, WA98104
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 37,405 I By TGP Advisors, LLC ( 1 )
Common Stock 14,748,485 I By TGP Investors, LLC ( 1 )
Common Stock 6,051,339 I By TGP Investors II, LLC ( 1 )
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
Stock Option $ 6.91 ( 2 ) 04/16/2024 Common Stock 21,348 I By TGP Advisors, LLC ( 1 )
Stock Option $ 21.08 ( 2 ) 08/31/2025 Common Stock 149,439 I By TGP Advisors, LLC ( 1 )
Stock Option $ 30.45 ( 3 ) 03/05/2028 Common Stock 35,880 I By TGP Advisors, LLC ( 1 )
Stock Option $ 32.21 ( 4 ) 03/18/2029 Common Stock 43,391 I By TGP Advisors, LLC ( 1 )
Stock Option $ 35.14 ( 5 ) 04/29/2030 Common Stock 45,229 I By TGP Advisors, LLC ( 1 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
WestRiver Management, LLC
920 5TH AVE, STE 3450
SEATTLE, WA98104
X
TGP Advisors, LLC
920 5TH AVE, STE 3450
SEATTLE, WA98104
X
TGP Manager, LLC
920 5TH AVE, STE 3450
SEATTLE, WA98104
X
TGP INVESTORS, LLC
920 5TH AVE, STE 3450
SEATTLE, WA98104
X
TGP INVESTORS II, LLC
920 5TH AVE, STE 3450
SEATTLE, WA98104
X
Signatures
West River Management, LLC, By: /s/ Erik J. Anderson, Manager 03/09/2021
Signature of Reporting Person Date
TGP Advisors, LLC, By: West River Management, LLC, its sole managing member, By: /s/ Erik J. Anderson, Manager 03/09/2021
Signature of Reporting Person Date
By: TGP Manager, LLC, By: West River Management, LLC, its sole managing member, By: /s/ Erik J. Anderson, Manager 03/09/2021
Signature of Reporting Person Date
By: TGP Investors, LLC, By: TGP Manager, LLC, its sole managing member, By: West River Management, LLC, its sole managing member, By: /s/ Erik J. Anderson, Manager 03/09/2021
Signature of Reporting Person Date
By: TGP Investors II, LLC, By: TGP Manager, LLC, its sole managing member, By: West River Management, LLC, its sole managing member, By: /s/ Erik J. Anderson, Manager 03/09/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )WestRiver Management, LLC is the sole managing member of TGP Advisors, LLC and TGP Manager, LLC. TGP Manager, LLC is the sole managing member of TGP Investors, LLC ("TGP") and TGP Investors II, LLC ("TGP II") and in such capacity is responsible for voting decisions with respect to certain matters regarding the Issuer's securities held by TGP and TGP II. Erik Anderson is the sole member and manager of WestRiver Management, LLC. As a result, each of the Reporting Persons may be deemed to beneficially own the securities held of record by TGP Investors, LLC and TGP Investors II, LLC. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein.
( 2 )The stock option is currently exercisable.
( 3 )The stock option vests in four equal annual installments, beginning on January 1, 2019.
( 4 )The stock option vests in four equal annual installments, beginning on January 1, 2020.
( 5 )The stock option vests in four equal annual installments, beginning on January 1, 2021.

Remarks:
Erik J. Anderson has separately filed a Form 4 with respect to the securities reported herein.

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).
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