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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) |
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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Performance Stock Unit | (1) | 01/31/2018(2) | A | 6,585 | (2) | (2) | Common Stock | 6,585 | $ 0 | 17,560 (3) | D | ||||
| Performance Stock Unit | (1) | 01/31/2018(4) | A | 8,518 | (4) | (4) | Common Stock | 8,518 | $ 0 | 8,517 (5) | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Leposky Mark F 2180 RUTHERFORD ROAD CARLSBAD, CA 92008 |
Sr. VP of Global Operations | |||
| /s/ Peter C. Bartolino Attorney-in-Fact for Mark F. Leposky under a Limited Power of Attorney dated January 30, 2018. | 02/01/2018 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Each Performance Stock Unit represents a contingent right to receive one share of common stock, subject to the achievement of applicable performance criteria. |
| (2) | The Reporting Person was granted a total of 21,950 target Performance Stock Units ("PSUs") on February 8, 2016, the vesting of which are subject to the achievement of certain performance criteria. The Reporting Person may be eligible to vest in up to 200% of such target PSUs during the three year period ending December 31, 2018. On January 31, 2018, the Compensation and Management Succession Committee of the Board of Directors determined that 80% of the target award was deemed to be achieved under the terms of the PSUs as a result of the Company's performance during 2017. As a result, 6,585 of the PSUs converted to time-based units that will vest on the third anniversary of the grant date provided the recipient remains employed by Callaway Golf Company through such date. The Reporting Person remains eligible to vest in the remaining PSUs subject to the original award subject to the achievement of certain performance criteria. |
| (3) | Represents only that portion of the PSUs originally granted on February 8, 2016 for which the performance criteria was achieved on January 18, 2017 and January 31, 2018, and does not include the other PSUs originally granted on such date or any other PSUs with different grant dates or vesting terms. |
| (4) | The Reporting Person was granted a total of 17,035 target Performance Stock Units ("PSUs") on February 6, 2017, the vesting of which are subject to the achievement of certain performance criteria. The Reporting Person may be eligible to vest in up to 200% of such target PSUs during the three year period ending December 31, 2019. On January 31, 2018, the Compensation and Management Succession Committee of the Board of Directors determined that 50% of the target award was deemed to be achieved under the terms of the PSUs as a result of the Company's performance during 2017. As a result, 8,518 of the PSUs converted to time-based units that will vest on the third anniversary of the grant date provided the recipient remains employed by Callaway Golf Company through such date. The Reporting Person remains eligible to vest in the remaining PSUs subject to the original award subject to the achievement of certain performance criteria. |
| (5) | Represents only that portion of the PSUs originally granted on February 6, 2017 for which the performance criteria was achieved on January 31, 2018, and does not include the other PSUs originally granted on such date or any other PSUs with different grant dates or vesting terms. |