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^*

WEBSTER STEVEN A

(Last)

(First)

(Middle)

2000 W. SAM HOUSTON PKWY. S.

SUITE 2000

(Street)

HOUSTON

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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/08/2020

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								5,344,924	D
Common Stock								645,000	I	by wife
Common Stock								1,493,750	I	by San Felipe Resources Company⁽¹⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
2020 RSU - Stock⁽²⁾	⁽³⁾	06/08/2020		A		20,370		⁽⁴⁾	⁽⁴⁾	Common Stock	20,370	$0	20,370	D
Phantom Stock Units⁽⁴⁾⁽⁵⁾	⁽⁵⁾⁽⁶⁾	06/08/2020		A		43,157⁽⁵⁾		⁽⁷⁾	⁽⁷⁾	Common Stock	43,157⁽⁵⁾	$0	48,023	D

Explanation of Responses:

1. Shares owned by San Felipe Resources Company, a partnership in which the reporting person has a 100% pecuniary interest in which the reporting person and his spouse are the general partners.

2. On June 8, 2020 the reporting person was granted 20,370 restricted stock units ("RSUs"). The RSUs vest in full on the earlier of (i) the anniversary of the grant date and (ii) the date of CPE's 2021 Annual Shareholders Meeting.

3. Restricted stock units convert into common stock on a one-for-one basis

4. The reporting person elected to defer his cash compensation for 2020 pursuant to CPE's Deferred Compensation Plan for Outside Directors (the "Plan"). Cash compensation for 2020 includes the director's annual retainer as well as cash paid in lieu of equity as a result of the decision by CPE's Board of Directors to limit the issuance of shares to directors in 2020 due to the recent low trading prices of CPE. Under the Plan, all deferrals are converted to CPE Phantom Stock Units.

5. The number of Phantom Stock Units issued is the amount of cash compensation deferred divided by the closing price of CPE common stock on the grant date, which was $2.51 on June 8, 2020.

6. Each Phantom Stock Unit is the economic equivalent of one share of CPE Common Stock.

7. The Phantom Stock Units will be paid upon the reporting person's retirement from CPE's Board of Directors pursuant to the Plan. The reporting person has elected to have his Phantom Stock Units distributed in shares of CPE Common Stock.

Remarks:

	/s/ Steven A. Webster, by Diana L. Denton, Attorney-in-Fact	06/09/2020
	** 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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