0000837465-24-000046.txt : 20240604 0000837465-24-000046.hdr.sgml : 20240604 20240604170415 ACCESSION NUMBER: 0000837465-24-000046 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240603 FILED AS OF DATE: 20240604 DATE AS OF CHANGE: 20240604 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BREWER OLIVER G III CENTRAL INDEX KEY: 0001072918 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10962 FILM NUMBER: 241019195 MAIL ADDRESS: STREET 1: 2180 RUTHERFORD ROAD CITY: CARLSBAD STATE: CA ZIP: 92008 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Topgolf Callaway Brands Corp. CENTRAL INDEX KEY: 0000837465 STANDARD INDUSTRIAL CLASSIFICATION: [3949] ORGANIZATION NAME: 04 Manufacturing IRS NUMBER: 953797580 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2180 RUTHERFORD RD CITY: CARLSBAD STATE: CA ZIP: 92008-8815 BUSINESS PHONE: 7609311771 MAIL ADDRESS: STREET 1: 2180 RUTHERFORD ROAD CITY: CARLSBAD STATE: CA ZIP: 92008 FORMER COMPANY: FORMER CONFORMED NAME: CALLAWAY GOLF CO DATE OF NAME CHANGE: 20070612 FORMER COMPANY: FORMER CONFORMED NAME: CALLAWAY GOLF DATE OF NAME CHANGE: 20070604 FORMER COMPANY: FORMER CONFORMED NAME: CALLAWAY GOLF CO DATE OF NAME CHANGE: 20070604 4 1 wk-form4_1717535045.xml FORM 4 X0508 4 2024-06-03 0 0000837465 Topgolf Callaway Brands Corp. MODG 0001072918 BREWER OLIVER G III 2180 RUTHERFORD ROAD CARLSBAD CA 92008 1 1 0 0 President and CEO 0 Common Stock 2024-06-03 4 M 0 90230 0 A 90230 D Common Stock 2024-06-03 4 F 0 46334 15.68 D 43896 D Common Stock 2024-06-03 4 M 0 23460 0 A 67356 D Common Stock 2024-06-03 4 F 0 12047 15.68 D 55309 D Common Stock 2024-06-03 4 M 0 24608 0 A 79917 D Common Stock 2024-06-03 4 F 0 12637 15.68 D 67280 D Common Stock 2024-06-03 4 M 0 19058 0 A 86338 D Common Stock 2024-06-03 4 F 0 9787 15.68 D 76551 D Common Stock 2024-06-03 4 M 0 22467 0 A 99018 D Common Stock 2024-06-03 4 F 0 11537 15.68 D 87481 D Common Stock 2024-06-03 4 M 0 347939 0 A 435420 D Common Stock 2024-06-03 4 F 0 178667 15.68 D 256753 D Common Stock 2024-06-03 4 M 0 51546 0 A 308299 D Common Stock 2024-06-03 4 F 0 26469 15.68 D 281830 D Common Stock 2024-06-03 4 G 0 281830 0 D 0 D Common Stock 2024-06-03 4 G 0 281830 0 A 852987 I By Family Trust Common Stock 407745 I By Family Trust for Spouse Common Stock 149248 I By Family Trust for Son 1 Common Stock 149248 I By Family Trust for Son 2 Common Stock 149248 I By Family Trust for Son 3 Performance Stock Unit 2024-06-03 4 M 0 90230 0 D Common Stock 90230 0 D Performance Stock Unit 2024-06-03 4 M 0 23460 0 D Common Stock 23460 0 D Restricted Stock Units 2024-06-03 4 M 0 24608 0 D Common Stock 24608 0 D Restricted Stock Units 2024-06-03 4 M 0 19058 0 D Common Stock 19058 19057 D Restricted Stock Units 2024-06-03 4 M 0 22467 0 D Common Stock 22467 44933 D Performance Stock Unit 2024-06-03 4 M 0 347939 0 D Common Stock 347939 347938 D Restricted Stock Units 2024-06-03 4 M 0 51546 0 D Common Stock 51546 0 D Performance Stock Units ("PSUs")/Restricted Stock Units ("RSUs') convert into common stock on a one-for-one basis. Represents the number of shares of common stock withheld by the Company to satisfy tax withholding requirements in connection with the PSU/RSU vesting. Represents the aggregate number of PSUs originally granted on February 12, 2021, the vesting of which was subject to the achievement of certain performance criteria, that have been earned as a result of the achievement of the applicable performance criteria. All of such shares were fully vested as of February 12, 2024. Represents the aggregate number of rTSR PSUs originally granted on February 12, 2021, the vesting of which was subject to the achievement of certain performance criteria, that have been earned as a result of the achievement of the applicable performance criteria. All of such shares were fully vested as of February 12, 2024. The RSUs were granted on February 12, 2021 and vested in three equal annual installments beginning on the first anniversary of the grant date. Therefore, these RSUs were fully vested as of February 12, 2024. The RSUs were granted on February 17, 2022 and vest in three equal annual installments beginning on the first anniversary of the grant date. Represents only the unvested portion of the RSUs granted on February 17, 2022 and does not include RSUs with different vesting terms. The RSUs were granted on February 22, 2023 and vest in three equal annual installments beginning on the first anniversary of the grant date. Represents only the unvested portion of the RSUs granted on February 22, 2023 and does not include RSUs with different vesting terms. Represents the aggregate number of PSUs originally granted on March 8, 2021, the vesting of which was subject to the achievement of certain performance criteria, that have been earned as a result of the achievement of the applicable performance criteria. Such PSUs converted to time-based units 50% of which vested on the third anniversary of the grant date and 50% of which will vest on the fourth anniversary of the grant date, subject to continued employment through such date. Represents only the unvested portion of the PSUs granted on March 8, 2021 and does not include PSUs with different vesting terms. The RSUs were granted on March 8, 2021 and vested in three equal annual installments beginning on the first anniversary of the grant date. Therefore these RSUs were fully vested as of March 8, 2024. /s/ Clinton Foss Attorney-in-Fact for Oliver G. Brewer III under a Limited Power of Attorney dated November 30, 2023. 2024-06-04