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