0001209191-23-009140.txt : 20230214 0001209191-23-009140.hdr.sgml : 20230214 20230214163256 ACCESSION NUMBER: 0001209191-23-009140 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230212 FILED AS OF DATE: 20230214 DATE AS OF CHANGE: 20230214 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BREWER OLIVER G III CENTRAL INDEX KEY: 0001072918 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10962 FILM NUMBER: 23630312 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] 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 doc4.xml FORM 4 SUBMISSION X0306 4 2023-02-12 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 Common Stock 2023-02-12 4 M 0 114372 0.00 A 114372 D Common Stock 2023-02-12 4 A 0 60388 0.00 A 174760 D Common Stock 2023-02-12 4 F 0 91488 23.17 D 83272 D Common Stock 2023-02-12 4 M 0 31230 0.00 A 114502 D Common Stock 2023-02-12 4 F 0 16415 23.17 D 98087 D Common Stock 2023-02-12 4 M 0 24608 0.00 A 122695 D Common Stock 2023-02-12 4 F 0 12883 23.17 D 109812 D Common Stock 2023-02-13 5 G 0 E 109812 0.00 D 0 D Common Stock 2023-02-13 5 G 0 E 109812 0.00 A 783914 I By Family Trust Common Stock 266545 I By Family Trust for Spouse Common Stock 88849 I By Family Trust for Son 1 Common Stock 88848 I By Family Trust for Son 2 Common Stock 88848 I By Family Trust for Son 3 Performance Stock Unit 2023-02-12 4 A 0 74914 0.00 A Common Stock 74914 114372 D Performance Stock Unit 2023-02-12 4 M 0 114372 0.00 D Common Stock 114372 0 D Performance Stock Unit 2023-02-12 4 A 0 13534 0.00 A Common Stock 13534 36092 D Restricted Stock Units 2023-02-12 4 M 0 31230.34 0.00 D Common Stock 31230.34 0 D Restricted Stock Units 2023-02-12 4 M 0 24608 0.00 D Common Stock 24608 24608 D Represents the number of shares of common stock issued upon the vesting of a Performance Stock Units ("PSUs"). PSUs/RSUs convert into common stock on a one-for-one basis. On February 12, 2020, the Reporting Person was granted PSUs, the vesting of which is subject to the achievement of certain rTSR performance criteria. The number of shares reported represents the number of PSUs that were earned as a result of the achievement of such performance criteria. 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 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. Each PSU represents a contingent right to receive one share of common stock, subject to the achievement of applicable performance criteria. On February 12, 2020, the Reporting Person was granted PSUs, the vesting of which is subject to the achievement of certain performance criteria. The number of shares reported in this line item represents the number of PSUs that were earned as a result of the achievement of such performance criteria. Represents the aggregate number of PSUs originally granted on February 12, 2020, 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 have fully vested as of February 12, 2023. On February 12, 2021, the Reporting Person was granted PSUs, the vesting of which is subject to the achievement of certain performance criteria. The number of shares reported represents the number of PSUs that were earned as a result of the achievement of such performance criteria. Such PSUs converted to time-based units that will vest on the third anniversary of the grant date subject to continued employment through such date. Represents the aggregate number of PSUs originally granted on February 12, 2021 that have been earned as a result of the achievement of the applicable performance criteria. The RSUs were granted on February 12, 2020 and vest in three equal annual installments beginning on the first anniversary of the grant date. Therefore these RSUs have fully vested as of February 12, 2023. Represents only the RSUs granted on February 12, 2020 and does not include RSUs with different vesting terms. The RSUs were granted on February 12, 2021 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 12, 2021 and does not include other RSUs with different vesting terms. /s/ Clinton Foss Attorney-in-Fact for Oliver G. Brewer III under a Limited Power of Attorney dated November 21, 2022. 2023-02-14