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)
03/08/2022
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 03/08/2022 J(1) 2,737,484 D $0.00 2,737,484 I By TGP Investors, LLC(2)
Common Stock 03/08/2022 J(1) 604,998 D $0.00 604,998 I By TGP Investors II, LLC(2)
Common Stock 03/08/2022 J(1) 9,351 D $0.00 9,351 I By TGP Advisors, LLC(2)
Common Stock 03/08/2022 J(3) 501,827(4) A $0.00 883,702 I By WestRiver Management, LLC(2)
Common Stock 03/08/2022 J(5) 203,865 D $21.64(6) 679,837 I By WestRiver Management, LLC(2)
Common Stock 03/08/2022 J(1) 18,024 D $0.00 661,813 I By WestRiver Management, LLC(2)
Common Stock 03/08/2022 J(3) 18,024 A $0.00 10,304(7) D
Common Stock 03/08/2022 J(3) 5,152 A $0.00 15,456 D
Common Stock 03/08/2022 M 573(8) A $0.00(9) 16,029 D
Common Stock 38,591 I By Anderson Family Investments, LLC(2)
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
Restricted Stock Units (9) 03/08/2022 M 573(8) (10) (10) Common Stock 573 $0.00 0(11) D
Explanation of Responses:
1. Represents a pro-rata distribution in kind of shares of the Issuer's common stock held of record by TGP Investors, LLC ("TGP"), TGP Investors II, LLC ("TGP II"), TGP Manager, LLC ("TGP Manager"), and TGP Advisors, LLC ("TGP Advisors") to their respective members for no consideration ("Distribution-in-Kind") pursuant to such entities' organizational documents.
2. WestRiver Management, LLC ("WestRiver Management") is the sole managing member of TGP Advisors and 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 Issuer's 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, TGP Manager, WestRiver Management and AFI. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein.
3. Represents shares of Issuer's common stock received in connection with the Distribution-in-Kind.
4. The 501,827 shares of Issuer common stock received by WestRiver Management in connection with the Distribution-in-Kind includes 112,644 shares of the Issuer's common stock that were inadvertently reported on the Reporting Person's prior Form 4 filed on October 1, 2021 ("Prior Form 4") as held directly by WestRiver Management after giving effect to the in-kind distribution, effected on September 29, 2021, that was reported on the Prior Form 4 (the "Prior Distribution-in-Kind"). These 112,644 shares were instead held directly by TGP Manager, of which WestRiver Management is the sole managing member, after giving effect to the Prior Distribution-in-Kind. The Prior Form 4 should have reported that WestRiver Management held directly 399,375 shares of Issuer common stock and TGP Manager held directly 112,644 shares of Issuer Common Stock. In connection with the Distribution-in-Kind, TGP Manager distributed these 112,644 shares to WestRiver Management.
5. Represents shares of the Issuer's common stock transferred to third party consultants as compensation pursuant to existing consulting arrangements between WestRiver Management and such consultants.
6. Represents the closing price of the Issuer's common stock on the date the shares were transferred in the transactions described in note 5.
7. The number of shares of the Issuer's common stock held directly by the Reporting Person reflects the transfer of 18,024 shares of the Issuer's common stock by the Reporting Person to his former spouse pursuant to the requirements of a domestic relations order, which is exempt under Rule 16a-12.
8. Represents the number of shares of the Issuer's common stock issued upon the vesting of restricted stock units ("RSUs").
9. RSUs convert into common stock of the Issuer on a one-for-one basis.
10. The RSUs were granted March 8, 2021 and vested on the first anniversary of the grant date.
11. Represents only the RSUs granted on March 8, 2021, and does not include RSUs with different vesting terms.
Remarks:
/s/ Erik J Anderson 03/10/2022
** 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 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).
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