| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Callon Petroleum Co [ CPE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/31/2022 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 12/31/2022 | M | 724 | A | $0(1) | 38,317 | D | |||
| Common Stock | 12/31/2022 | D | 724 | D | $36.07 | 37,593 | D | |||
| Common Stock | 12/31/2022 | M | 724 | A | $0(2) | 38,317 | D | |||
| Common Stock | 12/31/2022 | F | 215(3) | D | $37.09 | 38,102 | D | |||
| Common Stock | 01/01/2023 | M | 1,645 | A | $0(4) | 39,747 | D | |||
| Common Stock | 01/01/2023 | F | 488(5) | D | $37.09(6) | 39,259 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| 2020 Performance Units - 50% Stock/50% Cash(7)(8) | (1) | 12/31/2022 | M | 724 | 12/31/2022 | 12/31/2022 | Common Stock | 724 | (1) | 0 | D | ||||
| 2020 Performance Units - 50% Stock/50% Cash(7)(9) | (2) | 12/31/2022 | M | 724 | 12/31/2022 | 12/31/2022 | Common Stock | 724 | (2) | 0 | D | ||||
| 2019 RSU - Stock (Inducement Award)(10) | (11) | 01/01/2023 | M | 1,645 | (10) | (10) | Common Stock | 1,645 | (11) | 0 | D | ||||
| Explanation of Responses: |
| 1. Per the terms of the applicable award agreement, each Performance Unit paid in cash is valued at the average of the 20-day closing price of one share of Callon Petroleum Company's common stock as of the vesting date. |
| 2. Each Performance Unit paid in stock is the equivalent of one share of Callon Petroleum Company's common stock. |
| 3. Payment of tax liability by withholding common stock incident to vesting of Performance Unit award issued in accordance with Rule 16b-3. |
| 4. Restricted Stock Units ("RSUs") convert into common stock on a one-for-one basis. |
| 5. Payment of tax liability by withholding common stock incident to vesting of RSU award issued in accordance with Rule 16b-3. |
| 6. Each RSU is the economic equivalent of one share of Callon Petroleum Company's common stock at its closing price on the vesting date, or the preceding business day's closing price if the vesting date should fall on a weekend or holiday. |
| 7. This Performance Unit award was subject to a variable number of units vesting based on a performance criteria related to the total shareholder return of the Company compared to a group of peer companies. The number of units subject to vest under this award ranged from 0% to 300%. On the vesting date, this Performance Unit award vested at the 18% level. |
| 8. The terms of this Performance Unit Award specify payment in cash. |
| 9. The terms of this Performance Unit Award specify payment in stock. |
| 10. The RSU award is subject to three-year ratable vesting with one-third vesting each year subsequent to the award year. The first tranche vested on January 1, 2021. The second tranche vested on January 1, 2022. The third and final tranche vested on January 1, 2023. |
| 11. Each RSU is the economic equivalent of one share of Callon Petroleum Company's common stock. |
| Remarks: |
| Exhibit List: Exhibit 24 - Power of Attorney |
| /s/ Gregory F. Conaway, by Lucas A. Fried, Attorney-in-Fact | 01/04/2023 | |
| ** 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. | ||