0001209191-19-009145.txt : 20190211 0001209191-19-009145.hdr.sgml : 20190211 20190211201423 ACCESSION NUMBER: 0001209191-19-009145 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190208 FILED AS OF DATE: 20190211 DATE AS OF CHANGE: 20190211 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Lynch Brian P. CENTRAL INDEX KEY: 0001551277 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10962 FILM NUMBER: 19587270 MAIL ADDRESS: STREET 1: 2180 RUTHERFORD ROAD CITY: CARLSBAD STATE: CA ZIP: 92008 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CALLAWAY GOLF CO CENTRAL INDEX KEY: 0000837465 STANDARD INDUSTRIAL CLASSIFICATION: [3949] 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 DATE OF NAME CHANGE: 20070604 FORMER COMPANY: FORMER CONFORMED NAME: CALLAWAY GOLF CO DATE OF NAME CHANGE: 20070604 FORMER COMPANY: FORMER CONFORMED NAME: CALLAWAY GOLF CO /CA DATE OF NAME CHANGE: 19940222 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2019-02-08 0 0000837465 CALLAWAY GOLF CO ELY 0001551277 Lynch Brian P. 2180 RUTHERFORD ROAD CARLSBAD CA 92008 0 1 0 0 EVP, CFO Common Stock 2019-02-08 4 M 0 6040 0.00 A 12820 D Common Stock 2019-02-08 4 F 0 3261 15.17 D 9559 D Common Stock 2019-02-08 4 M 0 43900 0.00 A 53459 D Common Stock 2019-02-08 4 F 0 23666 15.17 D 29793 D Common Stock 2019-02-09 4 M 0 4724 0.00 A 34517 D Common Stock 2019-02-09 4 F 0 2550 15.17 D 31967 D Restricted Stock Units 0.00 2019-02-08 4 M 0 6040.85 0.00 D Common Stock 6040.85 0 D Performance Stock Unit 0.00 2019-02-08 4 M 0 43900 0.00 D Common Stock 43900 0 D Restricted Stock Units 2019-02-08 4 A 0 16564 0.00 A Common Stock 16564 16564 D Restricted Stock Units 0.00 2019-02-09 4 M 0 4724.13 0.00 D Common Stock 4724.13 9447.25 D Represents the number of shares of common stock issued upon the vesting of restricted stock units ("RSUs") plus the number of shares of common stock accrued with respect to such vested portion of the RSUs as a result of dividend equivalent rights paid by the Company pursuant to the terms of the award. The number of shares reported on Table 1 does not include the fractional shares, which were paid in cash upon settlement. RSUs/PSUs 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 RSU/PSU vesting. Represents the number of shares of common stock issued upon the vesting of a performance stock unit ("PSU"). The number of shares reported on Table 1 does not include the fractional shares, which were paid in cash upon settlement. The RSUs were granted on February 8, 2016 and vest in three equal annual installments beginning on the first anniversary of the grant date. Represents only the RSUs granted on February 8, 2016 and does not include other RSUs with different vesting terms. On February 8, 2016, the reporting person was granted PSUs the vesting of which was subject to the achievement of certain performance criteria. On January 31, 2019, the Compensation and Management Succession Committee of the Board of Directors determined that the performance criteria were achieved with respect to the number of PSUs reported in this row. These PSUs were then eligible to vest in full on the third anniversary of the grant date provided the reporting person remained employed by the Company. Represents only the PSUs granted on February 8, 2016 and does not include other PSUs with different vesting terms. Each restricted stock unit represents a contingent right to receive one share of common stock. These restricted stock units are scheduled to vest as follows: 1/3 of the restricted stock units vest on February 8, 2020; 1/3 of the restricted stock units vest on February 8, 2021; and 1/3 of the restricted stock units vest on February 8, 2022. Represents only the restricted stock units granted on February 8, 2019 and does not include restricted stock units with different vesting terms. The RSUs were granted on February 9, 2018 and vest in three equal annual installments beginning on the first anniversary of the grant date. Represents only the RSUs granted on February 9, 2018 and does not include other RSUs with different vesting terms. /s/ Sarah Kim Attorney-in-Fact for Brian P. Lynch under a Limited Power of Attorney dated February 1, 2019. 2019-02-11