SEC FORM 4 SEC Form 4
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*
ANDERSON ERIK J

(Last) (First) (Middle)
2180 RUTHERFORD ROAD

(Street)
CARLSBAD CA 92008

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CALLAWAY GOLF CO [ ELY ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/29/2021
4. 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 Acquired, Disposed of, or Beneficially Owned
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 09/29/2021 J(1) 7,527,374 D $0.00 5,474,968 I By TGP Investors, LLC(2)
Common Stock 09/29/2021 J(1) 3,779,381 D $0.00 1,209,996 I By TGP Investors II, LLC(2)
Common Stock 09/29/2021 J(1) 18,703 D $0.00 18,702 I By TGP Advisors, LLC(2)
Common Stock 09/29/2021 J(3) 512,019 A $0.00 512,019 I By WestRiver Management, LLC(2)
Common Stock 09/29/2021 J(3) 48,591 A $0.00 48,591 I By Anderson Family Investments, LLC(2)
Common Stock 09/29/2021 J(3) 10,304 A $0.00 10,304 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 (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
Explanation of Responses:
1. Represents a pro-rata distribution in kind of shares of the Issuers common stock held of record by TGP Investors, LLC ("TGP"), TGP Investors II, LLC ("TGP II"), and TGP Advisors, LLC ("TGP Advisors") to their respective members for no consideration ("Distribution-in-Kind") pursuant to such entities organizational documents. As further disclosed in Amendment No. 1 to the Schedule 13D filed by WestRiver Management, LLC ("WestRiver Management") with the Securities and Exchange Commission on October 1, 2021, the persons who received shares of the Issuers common stock as a result of the Distribution-in-Kind agreed that such shares are subject to the terms of a lock-up agreement that restricts them from selling or otherwise transferring such shares through November 9, 2021.
2. WestRiver Management is the sole managing member of TGP Advisors and TGP Manager, LLC ("TGP Manager"). TGP Manager is the sole managing member of TGP and TGP II and in such capacity is responsible for voting decisions with respect to certain matters regarding the Issuers securities held by TGP and TGP II. The Reporting Person is the sole member and sole manager of WestRiver Management and the sole manager of Anderson Family Investments, LLC ("AFI"). As a result, the Reporting Person may be deemed to beneficially own the securities held of record by TGP, TGP II, TGP Advisors, WestRiver Management and AFI. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Persons pecuniary interest therein.
3. Represents shares of Issuers common stock received in connection with the Distribution-in-Kind.
Remarks:
/s/ Sarah Kim Attorney-in-Fact for Erik J Anderson under a Limited Power of Attorney dated March 8, 2021. 10/01/2021
** 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.