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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Conaway Gregory F (Last) (First) (Middle) 2000 W. SAM HOUSTON PKWY. S. SUITE 2000 (Street) HOUSTON TX 77042 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Callon Petroleum Co [ CPE ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Vice President & CAO
	3. Date of Earliest Transaction (Month/Day/Year) 12/20/2019
	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	12/20/2019		A		51,716(1)	A	(2)	51,716	D
Common Stock	12/20/2019		A		61,460(3)	A	(4)	113,176	D
Common Stock	12/20/2019		A		9,545(5)(6)	A	(7)	122,721	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
Stock Appreciation Rights	$15.59	12/20/2019		A		19,961		12/20/2019	03/17/2021	Common Stock	19,961	(8)	19,961	D
Stock Appreciation Rights	$15.39	12/20/2019		A		20,051		12/20/2019	03/23/2022	Common Stock	20,051	(9)	40,012	D
Stock Appreciation Rights	$8.38	12/20/2019		A		31,442		12/20/2019	03/17/2025	Common Stock	31,442	(10)	71,454	D
Stock Appreciation Rights	$6.27	12/20/2019		A		42,588		12/20/2019	03/17/2026	Common Stock	42,588	(11)	114,042	D

Explanation of Responses:

1. On December 20, 2019, Callon Petroleum Company ("Callon") and Carrizo Oil & Gas, Inc. ("Carrizo") completed the transactions contemplated by that certain Agreement and Plan of Merger, dated as of July 14, 2019, as amended on August 19, 2019 and further amended on November 13, 2019 (the "Merger Agreement"), by and between Callon and Carrizo, pursuant to which Carrizo merged with and into Callon, with Callon as the surviving corporation (the "Merger"). Pursuant to the Merger Agreement, at the Effective Time (as defined therein), each share of common stock, par value $0.01 per share, of Carrizo ("Carrizo common stock") beneficially owned by the Reporting Person at the effective time of the Merger, was cancelled and exchanged for 1.75 shares of common stock, par value $0.01 per share, of Callon ("Callon common stock").

2. Received in exchange for 29,552 shares of Carrizo common stock in connection with the Merger. On the effective date of the Merger, the closing price of Callon common stock was $4.72 per share and the closing price of Carrizo common stock was $8.25 per share.

3. Pursuant to the Merger Agreement, at the Effective Time, the Carrizo restricted stock units of the Reporting Person immediately vested and were converted into the right to receive a number of shares of Callon common stock that is equal to the product of (a) the number of shares of Carrizo common stock subject to such Carrizo restricted stock unit as of immediately prior to the Effective Time, multiplied by (b) 1.75, rounded up to the nearest whole share, subject to any applicable withholding taxes. The above number represents an estimate of the number shares of Callon common stock to be received by the Reporting Person pursuant to the Merger Agreement in exchange for their Carrizo restricted stock units. To be updated by amendment, if necessary.

4. Received in exchange for 55,746 Carrizo restricted stock units in connection with the Merger. On the effective date of the Merger, the closing price of Callon common stock was $4.72 per share and the closing price of Carrizo common stock was $8.25 per share.

5. Pursuant to the Merger Agreement, at the Effective Time, the Carrizo performance shares of the Reporting Person immediately vested and were converted into the right receive a number of shares of Callon common stock that is equal to the product of (a) the greater of (1)the target number of shares of Carrizo common stock subject to such Carrizo performance share award as of immediately prior to the effective time and (2)the number of shares of Carrizo common stock to be earned based on actual achievement of the performance criteria set forth in the applicable award agreement, measured based on a shortened performance period that ends as of the close of the business day prior to the effective time (if such performance is determinable, and as determined by the Carrizo board of directors immediately prior to the effective time), multiplied by (b)1.75, rounded up to the nearest whole share, subject to any applicable withholding taxes.

6. The above number represents an estimate of the number shares of Callon common stock to be received by the Reporting Person pursuant to the Merger Agreement in exchange for their Carrizo restricted stock units. To be updated by amendment, if necessary.

7. Received in exchange for 8,657 Carrizo performance shares in connection with the Merger. On the effective date of the Merger, the closing price of Callon common stock was $4.72 per share and the closing price of Carrizo common stock was $8.25 per share.

8. Received in connection with the Merger in exchange for 11,406 Carrizo stock appreciation rights with an exercise price of $27.295.

9. Received in connection with the Merger in exchange for 11,458 Carrizo stock appreciation rights with an exercise price of $26.94.

10. Received in connection with the Merger in exchange for 17,967 Carrizo stock appreciation rights with an exercise price of $14.67.

11. Received in connection with the Merger in exchange for 24,336 Carrizo stock appreciation rights with an exercise price of $10.98.

Remarks:

	/s/ Gregory F. Conaway, by Stacy E. Skelton, Attorney-in-Fact	12/20/2019
	** 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).
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