Sec Form 4 Filing - Colton Jeffrey M @ CALLAWAY GOLF CO - 2012-06-08

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 Colton Jeffrey M 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) SVP, Global Brand & Product (Last) (First) (Middle) 2180 RUTHERFORD ROAD 3. Date of Earliest Transaction (MM/DD/YY) 06/08/2012 (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 06/08/2012 M 15,698 ( 1 ) ( 2 ) A $ 0 35,067 D Common Stock 06/08/2012 F 5,758 ( 3 ) D $ 5.66 29,309 D Common Stock 06/08/2012 M 31,766 ( 4 ) A $ 0 61,075 D Common Stock 06/08/2012 D 31,766 ( 4 ) D $ 5.66 29,309 D

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 Restricted Stock Units $ 0 ( 5 ) 06/08/2012 M 15,698.39 ( 6 ) ( 6 ) ( 6 ) Common Stock 15,698.39 $ 0 0 D Phantom Stock Units ( 7 ) 06/08/2012 M 31,766 ( 8 ) 06/08/2012 06/08/2012 Common Stock 31,766 ( 7 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Colton Jeffrey M 2180 RUTHERFORD ROAD CARLSBAD, CA92008 SVP, Global Brand & Product Signatures /s/ Brian P. Lynch Attorney-in-Fact for Jeffrey M. Colton under a Limited Power of Attorney dated August 11, 2009. 06/08/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects vesting of prior restricted stock unit grants, which were previously reported on a Form 4 and additional restricted stock units accrued as a result of dividend equivalent rights paid by the Company pursuant to the terms of the grants. ( 2 )Reflects a deduction for cash paid in lieu of fractional shares upon the settlement of the restricted stock units ( 3 )The 5,758 shares reported in this line item represent the number of shares of restricted stock withheld by the Company to satisfy tax withholding requirements in connection with the vesting of the restricted stock unit. ( 4 )The Phantom Stock Units were settled in cash as per the terms of the award. For reporting purposes, however, the transaction is deemed to be a simultaneous acquisition and disposition of the underlying common stock and is reflected as such in this report. ( 5 )Each restricted stock unit represents a contingent right to receive one share of common stock. ( 6 )Per the terms of the reporting persons' separation from the Company, his restricted stock units have fully vested effective June 8, 2012, relating to the 15,698.39 restricted stock units which were originally scheduled to vest on January 28, 2013. ( 7 )Each Phantom Stock Unit represents a contingent right to receive a cash payment equal to the value on the vesting date of one share of the Company's Common Stock. ( 8 )Per the terms of the reporting persons' separation from the Company, his phantom stock units have fully vested effective June 8, 2012, relating to the 31,766 phantom stock units which were originally scheduled to vest on December 29, 2012.

Remarks: Jeffrey M. Colton resigned from his position as Senior Vice President, Global Brand & Product effective June 8, 2012.

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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