SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Lynch Brian P. (Last) (First) (Middle) 2180 RUTHERFORD ROAD (Street) CARLSBAD CA 92008 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 06/01/2012	3. Issuer Name and Ticker or Trading Symbol CALLAWAY GOLF CO [ ELY ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) SVP, G.C. & Corp Secretary	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	2,530	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Non-Qualified Stock Option (right to buy)	01/18/2008(1)	01/18/2015	Common Stock	3,333	12.94	D
Non-Qualified Stock Option (right to buy)	01/27/2009(1)	01/27/2016	Common Stock	4,751	15.04	D
Non-Qualified Stock Option (right to buy)	01/16/2010(1)	01/16/2017	Common Stock	6,487	14.37	D
Non-Qualified Stock Option (right to buy)	01/14/2011(1)	01/14/2018	Common Stock	6,277	14.92	D
Non-Qualified Stock Option (right to buy)	01/29/2012(1)	01/29/2019	Common Stock	28,142	7.85	D
Non-Qualified Stock Option (right to buy)	(2)	01/28/2020	Common Stock	11,729	7.53	D
Non-Qualified Stock Option (right to buy)	(3)	01/27/2021	Common Stock	17,005	7.51	D
Stock Appreciation Rights (SARs)	(4)	01/27/2017	Common Stock	31,368	6.69	D
Restricted Stock Units	(5)	(5)	Common Stock	4,485.4	0.0(6)	D
Phantom Stock Units	(7)	(7)	Common Stock	21,170	0.0(8)	D

Explanation of Responses:

1. The option became exercisable on the date set forth above under "Date Exercisable".

2. This stock option became exercisable or will become exercisable as follows: 3,910 shares on 01/28/2011; 3,910 shares on 01/28/2012; and 3,909 shares on 01/28/2013.

3. This stock option became exercisable or will become exercisable as follows: 5,669 shares on 01/27/2012; 5,668 shares on 01/27/2013; and 5,668 shares on 01/27/2014.

4. These Stock Appreciation Rights are scheduled to vest as follows: 10,456 shares on 01/27/2013; 10,456 shares on 01/27/2014; and 10,456 shares vest on 01/27/2015.

5. The restricted stock units are scheduled to vest on 01/28/2013.

6. Each restricted stock unit represents a contingent right to receive one share of common stock upon vesting.

7. The Phantom Stock Units are scheduled to vest as follows: 9,530 units on 12/29/2012; 6,658 units on 01/27/2014; and 4,982 units on 01/27/2015.

8. Upon vesting, the recipient is entitled to a cash payment for each unit equal to the value on the vesting date of one share of the Company's Common Stock.

	/s/ Brian P. Lynch	06/01/2012
	** Signature of Reporting Person	Date
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 5 (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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