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SEC FORM 3 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*
Fine Rebecca
(Last) (First) (Middle)
2180 RUTHERFORD ROAD
(Street)
CARLSBAD CA 92008
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
02/25/2022 		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)
EVP, Chief People Officer
 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)
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
Incentive Stock Option (right to buy) (1) 03/29/2029 Common Stock 13,017 32.21 D
Incentive Stock Option (right to buy) 12/06/2021(2) 02/20/2030 Common Stock 497 35.14 D
Non-Qualified Stock Option (right to buy) 12/06/2021(2) 02/20/2030 Common Stock 4,402 35.14 D
Incentive Stock Option (right to buy) (3) 04/29/2030 Common Stock 4,555 35.14 D
Non-Qualified Stock Option (right to buy) (4) 04/29/2030 Common Stock 10,520 35.14 D
Restricted Stock Units(5) (6) (6) Common Stock 5,742 0.00 D
Restricted Stock Units(5) (6) (6) Common Stock 13,531 0.00 D
Performance Stock Unit(7) (8) (8) Common Stock 1,755 0.00 D
Restricted Stock Units(5) (9) (9) Common Stock 9,356 0.00 D
Explanation of Responses:
1. 9,763 shares subject to this stock option are fully vested as of the date hereof, and the remaining 3,254 shares vest on 1/1/2023.
2. The stock option vested in full on this date.
3. 539 shares subject to this stock option are fully vested as of the date hereof, and the remaining shares vest as follows: 537 shares on 1/1/2023; and 3,479 shares on 1/1/2024.
4. 7,000 shares subject to this stock option are fully vested as of the date hereof, and the remaining shares vest as follows: 3,231 shares on 1/1/2023; and 289 shares on 1/1/2024.
5. Each Restricted Stock Unit ("RSUs") represents a contingent right to receive one share of common stock.
6. These RSUs are scheduled to vest as follows: 1/3 of the RSUs vest on 3/8/2022; 1/3 of the RSUs vest on 3/8/2023; and 1/3 of the RSUs vest on 3/8/2024.
7. Each Performance Stock Unit ("PSUs") represents a contingent right to receive one share of common stock, subject to the achievement of applicable performance criteria.
8. On March 8, 2021, the Reporting Person was granted PSUs, the vesting of which is subject to the achievement of certain performance criteria. The number of shares reported represents the number of PSUs that were earned as a result of the achievement of such performance criteria. Such PSUs converted to time-based units that will vest on the third anniversary of the grant date subject to continued employment through such date.
9. These RSUs are scheduled to vest as follows: 1/3 of the RSUs vest on 2/17/2023; 1/3 of the RSUs vest on 2/17/2024; and 1/3 of the RSUs vest on 2/17/2025.
Remarks:
/s/ Sarah Kim Attorney-in-Fact for Rebecca Fine under a Limited Power of Attorney dated February 23, 2022. 03/03/2022
** 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.
LIMITED POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby
constitutes, designates and appoints each of Brian P. Lynch, Sarah Kim and Hina
M.D. Patel, as the undersigned's true and lawful attorneys-in-fact, with full
power to act without the others on behalf of and as attorney for the
undersigned, for the following purposes:

1.	to execute for and on behalf of the undersigned, in the undersigned's
capacity as an officer and/or director of Callaway Golf Company (the "Company"),
any forms or documents required or permitted in accordance with Section 16(a) of
the Securities Exchange Act of 1934 and the rules thereunder, as the same may
now exist or hereafter be amended, including Securities and Exchange Commission
Forms 3, 4 and 5;

2.	to do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such forms or
documents or any amendment or amendments thereto, and to file such forms or
documents with the Securities and Exchange Commission and any stock exchange or
similar authority; and

3.	to take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the forms or documents executed by such attorney-in-fact on
behalf of the undersigned pursuant to this Limited Power of Attorney shall be in
such form and shall contain such terms and conditions as such attorney-in-fact
may approve in such attorney-in-fact's discretion.

        The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully as the undersigned might or could do if
personally present, with full power of substitution or revocation, hereby
ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Limited Power of Attorney and the rights and powers
herein granted. The undersigned acknowledges that the foregoing
attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934.

         Unless earlier revoked by the undersigned in a signed writing delivered
to the foregoing attorneys-in-fact, this Limited Power of Attorney shall remain
in full force and effect until the undersigned is no longer required to file
such forms or documents with respect to the undersigned's holdings of and
transactions in securities issued by the Company.

	IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney
to be executed effective as of February 23, 2022.

                                                      /s/ Rebecca Fine