Sec Form 4 Filing - JOHNSON S P IV @ Callon Petroleum Co - 2020-06-08

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
JOHNSON S P IV
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)
2000 W. SAM HOUSTON PKWY. S., SUITE 2000
3. Date of Earliest Transaction (MM/DD/YY)
06/08/2020
(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 840,652 D
Common Stock 700,000 I by Family Limited Partnership
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 ) 06/08/2020 A 20,370 ( 1 ) ( 1 ) Common Stock 20,370 $ 0 20,370 D
Phantom Stock Units ( 3 ) ( 4 ) ( 4 ) ( 5 ) 06/08/2020 A 43,157 ( 4 ) ( 6 ) ( 6 ) Common Stock 43,157 ( 4 ) $ 0 48,023 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
JOHNSON S P IV
2000 W. SAM HOUSTON PKWY. S.
SUITE 2000
HOUSTON, TX77042
X
Signatures
/s/ S.P. Johnson, IV, by Diana L. Denton, Attorney-in-Fact 06/09/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On June 8, 2020 the reporting person was granted 20,370 restricted stock units ("RSUs"). The RSUs vest in full on the earlier of (i) the anniversary of the grant date and (ii) the date of CPE's 2021 Annual Shareholders Meeting.
( 2 )Restricted stock units convert into common stock on a one-for-one basis.
( 3 )The reporting person elected to defer his cash compensation for 2020 pursuant to CPE's Deferred Compensation Plan for Outside Directors (the "Plan"). Cash compensation for 2020 includes the director's annual retainer as well as cash paid in lieu of equity as a result of the decision by CPE's Board of Directors to limit the issuance of shares to directors in 2020 due to the recent low trading prices of CPE. Under the Plan, all deferrals are converted to CPE Phantom Stock Units.
( 4 )The number of Phantom Stock Units issued is the amount of cash compensation deferred divided by the closing price of CPE common stock on the grant date, which was $2.51 on June 8, 2020.
( 5 )Each Phantom Stock Unit is the economic equivalent of one share of CPE Common Stock.
( 6 )The Phantom Stock Units will be paid upon the reporting person's retirement from CPE's Board of Directors pursuant to the Plan. The reporting person has elected to have his Phantom Stock Units distributed in cash.

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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