Sec Form 4 Filing - FLURY L RICHARD @ CALLON PETROLEUM CO - 2019-05-09

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 FLURY L RICHARD 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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 1401 ENCLAVE PARKWAY, SUITE 600 3. Date of Earliest Transaction (MM/DD/YY) 05/09/2019 (Street) HOUSTON, TX77077 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 30,000 I Joint Tenant with Spouse Common Stock 132,999 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 2019 RSU - Stock ( 1 ) ( 2 ) 05/09/2019 A 20,370 ( 1 )( 3 ) ( 1 )( 3 ) Common Stock 20,370 $ 0 20,370 D Phantom Stock Units ( 4 ) ( 5 ) ( 2 ) ( 5 ) 05/09/2019 A 24,691 ( 5 ) ( 3 )( 4 ) ( 3 )( 4 ) Common Stock 24,691 ( 5 ) $ 0 112,046 D 2018 RSU - Stock ( 6 ) ( 2 ) 05/09/2019 M 11,652 ( 3 )( 6 ) ( 3 )( 6 ) Common Stock 11,652 $ 0 0 D Phantom Stock Units. ( 3 ) ( 2 ) 05/09/2019 M 11,652 ( 3 ) ( 3 ) Common Stock 11,652 $ 0 123,698 D 2017 RSU - Stock ( 7 ) ( 2 ) 05/10/2019 M 3,707 ( 3 )( 7 ) ( 3 )( 7 ) Common Stock 3,707 $ 0 3,706 D Phantom Stock Units. ( 3 ) ( 2 ) 05/10/2019 M 3,707 ( 3 ) ( 3 ) Common Stock 3,707 $ 0 127,405 D 2016 RSU - Stock ( 8 ) ( 2 ) 05/12/2019 M 4,109 ( 3 )( 8 ) ( 3 )( 8 ) Common Stock 4,109 $ 0 0 D Phantom Stock Units. ( 3 ) ( 2 ) 05/12/2019 M 4,109 ( 3 ) ( 3 ) Common Stock 4,109 $ 0 131,514 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other FLURY L RICHARD 1401 ENCLAVE PARKWAY SUITE 600 HOUSTON, TX77077 X Signatures L. Richard Flury, by Stacy E. Skelton, as Attorney-in-Fact 05/13/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On May 9, 2019, the reporting person was granted 20,370 RSUs. The award terms specify cliff vesting on the one year anniversary date following the grant date, or the date of the Company's 2020 Annual Shareholders Meeting, whichever should occur first. The reporting person elected that upon vesting these RSUs convert into Phantom Stock Units payable upon retirement. ( 2 )Each Phantom Stock Unit is the economic equivalent of one share of CPE Common Stock. ( 3 )The Phantom Stock Units will be paid upon the Director's retirement from the Company's Board of Directors pursuant to the Plan. The reporting person has elected to have his Phantom Stock Units distributed in cash. ( 4 )The reporting person elected to defer his 2019 director retainer and Chairman's fees pursuant to the Company's Deferred Compensation Plan for Outside Directors (the "Plan"). Under the Plan, all deferrals are converted to CPE Phantom Stock Units. Each Phantom Stock Unit is the economic equivalent of one share of CPE Common Stock. ( 5 )The number of Phantom Stock Units issued is the amount of cash compensation deferred divided by the closing price of CPE on the grant date, which was $8.10 on May 9, 2019. ( 6 )On May 10, 2018, the reporting person was granted 11,652 Restricted Stock Units ("RSUs") that cliff vested on the date of the 2019 Annual Shareholders Meeting of the Company which was held on May 9, 2019. The reporting person elected that upon vesting these RSUs convert into Phantom Stock Units payable upon retirement. ( 7 )On May 10, 2017, the reporting person was granted 11,120 RSUs with one-third vesting on each anniversary date following the grant date. The first tranche vested on May 10, 2018. The second tranche vested on May 10, 2019. The third and final tranche will vest on May 10, 2020. The reporting person elected that upon vesting these RSUs convert into Phantom Stock Units payable upon retirement. ( 8 )On May 12, 2016, the reporting person was granted 12,329 RSUs with one-third vesting on each anniversary date following the grant date. The first tranche vested on May 12, 2017. The second tranche vested on May 12, 2018. The third and final tranche vested on May 12, 2019. The reporting person elected that upon vesting these RSUs convert into Phantom Stock Units payable upon retirement.

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