| FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
CALLAWAY GOLF CO [ ELY ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/20/2021 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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, par value $0.01 per share | 09/20/2021 | S(1) | 4,600,000(1) | D | $27.64(1) | 24,175,226 | D(2)(3)(4)(5) | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 Securities Underlying Derivative Security (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: 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 | ||||||||
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. Represents shares of common stock ("Common Stock") of Callaway Golf Company (the "Issuer") sold in connection with a secondary offering of the Issuer's Common Stock by PEP TG Investments LP at a price of $27.64125 per share. |
| 2. This statement is being filed by the following Reporting Persons: PEP TG Investments LP, PEP TG Investments GP LLC and Michael Dominguez and represents shares of Common Stock directly held by PEP TG Investments LP. |
| 3. PEP TG Investments GP LLC is the sole general partner of PEP TG Investments LP. By virtue of such relationship, PEP TG Investments GP LLC has shared voting and investment control with respect to the securities held directly by PEP TG Investments LP, and may be deemed to indirectly beneficially own the securities directly held by PEP TG Investments LP. |
| 4. Michael Dominguez is the sole member of PEP TG Investments GP LLC. By virtue of such relationship, Michael Dominguez has shared voting and investment control with respect to the securities held directly by PEP TG Investments GP LLC, and may be deemed to indirectly beneficially own the securities directly held by PEP TG Investments LP. |
| 5. This report shall not be deemed an admission that PEP TG Investments GP LLC or Michael Dominguez is a beneficial owner of the securities held by PEP TG Investments LP, in each case for the purpose of Section 16 of the Exchange Act, or for any other purpose, except to the extent of their pecuniary interest therein, if any. Each of PEP TG Investments GP LLC and Michael Dominguez disclaims any beneficial ownership with respect to such securities, except to the extent of its respective pecuniary interest therein, if any. |
| Remarks: |
| Exhibit 99.1 (Signatures and Joint Filer Information) is incorporated herein by reference. |
| PEP TG INVESTMENTS LP, by: PEP TG Investments GP LLC, by: Michael Dominguez /s/ Michael Dominguez | 09/22/2021 | |
| ** 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 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). | ||
| 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. | ||
Exhibit 99.1
Joint Filer Information
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Name of Joint Filer:
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PEP TG INVESTMENTS GP LLC
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Address of Joint Filer:
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c/o Providence Equity Partners L.L.C.
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50 Kennedy Plaza, 18th Floor
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Providence, RI 02903
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Relationship of Joint Filer to Issuer:
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10% Owner
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Issuer Name and Ticker or Trading Symbol:
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Callaway Golf Company [ELY]
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Date of Event
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Requiring Statement (Month/Day/Year):
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September 20, 2021
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Designated Filer:
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PEP TG Investments LP
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Signature:
PEP TG INVESTMENTS GP LLC
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By:
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/s/ Michael Dominguez
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Name: Michael Dominguez
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Title: Authorized Signatory
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Date: September 22, 2021
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Name of Joint Filer:
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MICHAEL DOMINGUEZ
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Address of Joint Filer:
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c/o Providence Equity Partners L.L.C.
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50 Kennedy Plaza, 18th Floor
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Providence, RI 02903
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Relationship of Joint Filer to Issuer:
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10% Owner
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Issuer Name and Ticker or Trading Symbol:
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Callaway Golf Company [ELY]
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Date of Event
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Requiring Statement (Month/Day/Year):
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September 20, 2021
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Designated Filer:
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PEP TG Investments LP
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Signature:
MICHAEL DOMINGUEZ
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/s/ Michael Dominguez
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Date: September 22, 2021