Sec Form 4 Filing - Gatto Joseph C. Jr. @ Callon Petroleum Co - 2022-04-01

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
Gatto Joseph C. Jr.
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
X __ Officer (give title below) _____ Other (specify below)
President and CEO
(Last) (First) (Middle)
2000 W. SAM HOUSTON PKWY. S., SUITE 2000
3. Date of Earliest Transaction (MM/DD/YY)
04/01/2022
(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 0( 1 ) I 401(k) Account
Common Stock 04/01/2022 M 7,043( 2 ) A $ 0( 3 ) 80,538 D
Common Stock 04/01/2022 F 2,772( 4 )( 5 ) D $ 62.42( 5 ) 77,766 D
Common Stock 04/01/2022 M 16,266( 2 ) A $ 0( 3 ) 94,032 D
Common Stock 04/01/2022 F 6,401( 4 )( 5 ) D $ 62.42( 5 ) 87,631 D
Common Stock 04/01/2022 M 17,568 A $ 0( 3 ) 105,199 D
Common Stock 04/01/2022 F 6,914( 4 )( 5 ) D $ 62.42( 5 ) 98,285 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( 6 ) ( 3 ) 04/01/2022 M 7,043 ( 6 ) ( 6 ) Common Stock 7,043 ( 3 ) 0 D
2020 RSU - Stock( 7 ) ( 3 ) 04/01/2022 M 16,266 ( 7 ) ( 7 ) Common Stock 16,266 ( 3 ) 16,266 D
2021 RSU - Stock( 8 ) ( 3 ) 04/01/2022 M 17,568 ( 8 ) ( 8 ) Common Stock 17,568 ( 3 ) 35,135 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Gatto Joseph C. Jr.
2000 W. SAM HOUSTON PKWY. S.
SUITE 2000
HOUSTON, TX77042
X President and CEO
Signatures
/s/ Joseph C. Gatto, Jr. by Leisa Munoz, as Attorney-in-Fact 04/05/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Effective March 31, 2022, Callon Petroleum Company (the "Company") eliminated the Company stock fund as an investment alternative available under the Company's 401(k) plan. As a result, the shares of the Company's common stock that the reporting person previously reported as beneficially owned under the 401(k) plan were liquidated.
( 2 )Reflects the 1-for-10 reverse split of the common stock, par value $0.01, of the Company, effective August 7, 2020 (the "Reverse Stock Split").
( 3 )Restricted Stock Units ("RSUs") convert into common stock on a one-for-one basis.
( 4 )Payment of tax liability by withholding common stock incident to vesting of RSU award issued in accordance with Rule 16b-3.
( 5 )Each RSU is the economic equivalent of one share of the Company's common stock at its closing price on the vesting date. If the vesting date should fall on a weekend or holiday, the preceding business day's closing price is used.
( 6 )On January 31, 2019, the reporting person was granted 21,130 RSUs, as adjusted by the Reverse Stock Split, subject to three-year ratable vesting with one-third vesting each year subsequent to the award year. The first tranche vested on April 1, 2020. The second tranche vested on April 1, 2021. The third and final tranche vested on April 1, 2022.
( 7 )On January 31, 2020, the reporting person was granted 48,799 RSUs, as adjusted by the Reverse Stock Split, subject to the three-year ratable vesting with one-third vesting each year subsequent to the award year. The first tranche vested on April 1, 2021. The second tranche vested on April 1, 2022. The third and final tranche will vest on April 1, 2023.
( 8 )On March 12, 2021, the reporting person was granted 52,703 RSUs subject to the three-year ratable vesting with one-third vesting each year subsequent to the award year. The first tranche vested on April 1, 2022. The second tranche will vest on April 1, 2023. The third and final tranche will vest on April 1, 2024.

Remarks:
Exhibit List: Exhibit 24 - Power of Attorney

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