Sec Form 4 Filing - ANDERSON ERIK J @ Topgolf Callaway Brands Corp. - 2024-02-15

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
ANDERSON ERIK J
2. Issuer Name and Ticker or Trading Symbol
Topgolf Callaway Brands Corp. [ MODG]
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)
02/15/2024
(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 02/15/2024 S 10,000 D $ 15.12 782,959 I By WestRiver Management, LLC ( 1 )
Common Stock 02/16/2024 M 4,270 A $ 6.91 4,270 I By TGP Advisors, LLC ( 1 )
Common Stock 02/16/2024 S 2,028 D $ 14.79 2,242 I By TGP Advisors, LLC ( 1 )
Common Stock 02/16/2024 J( 2 ) 2,242 D $ 0 0 I By TGP Advisors, LLC ( 1 )
Common Stock 02/20/2024 S 5,000 D $ 14.55 777,959 I By WestRiver Management, LLC ( 1 )
Common Stock 31,227 D
Common Stock 40,476 I By Anderson Family Investments, 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
Non-Qualified Stock Option (Right to Buy) $ 6.91 02/16/2024 M 4,270 ( 3 ) 04/16/2024 Common Stock 4,270 $ 0 0 I TGP Advisors, LLC ( 1 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ANDERSON ERIK J
2180 RUTHERFORD ROAD
CARLSBAD, CA92008
X
Signatures
/s/ Erik J Anderson 02/20/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )WestRiver Management LLC ("WestRiver Management") is the sole managing member of TGP Advisors, LLC ("TGP Advisors"). The Reporting Person is the sole member and sole manager of WestRiver Management and the sole manager of Anderson Family Investments, LLC ("AFI"). As a result, the Reporting Person may be deemed to beneficially own the securities held of record by WestRiver Management, TGP Advisors and AFI. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein.
( 2 )Represents in-kind distribution of shares of the Issuer's common stock for no consideration to members of TGP Advisors in accordance with its organizational documents.
( 3 )The stock option is currently exercisable.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.