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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 03/08/2021 |
3. Issuer Name and Ticker or Trading Symbol
CALLAWAY GOLF CO [ ELY ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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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 | 37,405 | I | By TGP Advisors, LLC(1) |
Common Stock | 14,748,485 | I | By TGP Investors, LLC(1) |
Common Stock | 6,051,339 | I | By TGP Investors II, LLC(1) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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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 | ||||
Stock Option | (2) | 04/16/2024 | Common Stock | 21,348 | 6.91 | I | By TGP Advisors, LLC(1) |
Stock Option | (2) | 08/31/2025 | Common Stock | 149,439 | 21.08 | I | By TGP Advisors, LLC(1) |
Stock Option | (3) | 03/05/2028 | Common Stock | 35,880 | 30.45 | I | By TGP Advisors, LLC(1) |
Stock Option | (4) | 03/18/2029 | Common Stock | 43,391 | 32.21 | I | By TGP Advisors, LLC(1) |
Stock Option | (5) | 04/29/2030 | Common Stock | 45,229 | 35.14 | I | By TGP Advisors, LLC(1) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. WestRiver Management, LLC is the sole managing member of TGP Advisors, LLC and TGP Manager, LLC. TGP Manager, LLC is the sole managing member of TGP Investors, LLC ("TGP") and TGP Investors II, LLC ("TGP II") and in such capacity is responsible for voting decisions with respect to certain matters regarding the Issuer's securities held by TGP and TGP II. Erik Anderson is the sole member and manager of WestRiver Management, LLC. As a result, each of the Reporting Persons may be deemed to beneficially own the securities held of record by TGP Investors, LLC and TGP Investors II, LLC. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. |
2. The stock option is currently exercisable. |
3. The stock option vests in four equal annual installments, beginning on January 1, 2019. |
4. The stock option vests in four equal annual installments, beginning on January 1, 2020. |
5. The stock option vests in four equal annual installments, beginning on January 1, 2021. |
Remarks: |
Erik J. Anderson has separately filed a Form 4 with respect to the securities reported herein. |
West River Management, LLC, By: /s/ Erik J. Anderson, Manager | 03/09/2021 | |
TGP Advisors, LLC, By: West River Management, LLC, its sole managing member, By: /s/ Erik J. Anderson, Manager | 03/09/2021 | |
By: TGP Manager, LLC, By: West River Management, LLC, its sole managing member, By: /s/ Erik J. Anderson, Manager | 03/09/2021 | |
By: TGP Investors, LLC, By: TGP Manager, LLC, its sole managing member, By: West River Management, LLC, its sole managing member, By: /s/ Erik J. Anderson, Manager | 03/09/2021 | |
By: TGP Investors II, LLC, By: TGP Manager, LLC, its sole managing member, By: West River Management, LLC, its sole managing member, By: /s/ Erik J. Anderson, Manager | 03/09/2021 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |