Sec Form 4 Filing - ULM JAMES P II @ Callon Petroleum Co - 2020-01-31

Insider filing report for Changes in Beneficial Ownership
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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
ULM JAMES P II
2. Issuer Name and Ticker or Trading Symbol
Callon Petroleum Co [ CPE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Senior VP & CFO
(Last) (First) (Middle)
2000 W. SAM HOUSTON PKWY. S., SUITE 2000
3. Date of Earliest Transaction (MM/DD/YY)
01/31/2020
(Street)
HOUSTON, TX77042
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 574 I 401(k) Account
Common Stock 43,184 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
2020 RSU - Stock ( 1 ) ( 2 ) 01/31/2020 A 220,778 04/01/2021( 3 ) 04/01/2023( 3 ) Common Stock 220,778 $ 0 220,778 D
2020 Performance Units - 50% Stock/50% Cash ( 4 ) ( 5 ) 01/31/2020 A 331,170 12/31/2022 12/31/2022 Common Stock 331,170 $ 0 331,170 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ULM JAMES P II
2000 W. SAM HOUSTON PKWY. S.
SUITE 2000
HOUSTON, TX77042
Senior VP & CFO
Signatures
/s/ James P. Ulm, II, by Diana L. Denton, Attorney-in-Fact 02/04/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On January 31, 2020, the reporting person was granted 220,778 Restricted Stock Units with one-third vesting each year subsequent to the award year.
( 2 )Restricted Stock Units convert into Common Stock on a one-for-one basis.
( 3 )The award terms specify three-year ratable vesting with one-third vesting each year subsequent to the award year. The first tranche will vest on April 1, 2021. The second tranche will vest on April 1, 2022. The third and final tranche will vest on April 1, 2023.
( 4 )This Performance Unit award is subject to a variable number of Performance Units vesting based on performance criteria related to the Company's absolute total shareholder return of the Company and relative total shareholder return compared to a group of peer companies over the three-year performance period. The number of Performance Units subject to vest under this award can range from as little as 0% to as much as 300%. The award terms specify that upon vesting 50% of the vested Performance Units will be payable in Common Stock and 50% will be payable in cash.
( 5 )Each Performance 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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