0001209191-23-009141.txt : 20230214
0001209191-23-009141.hdr.sgml : 20230214
20230214163404
ACCESSION NUMBER: 0001209191-23-009141
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: Lynch Brian P.
CENTRAL INDEX KEY: 0001551277
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-10962
FILM NUMBER: 23630352
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
0001551277
Lynch Brian P.
2180 RUTHERFORD ROAD
CARLSBAD
CA
92008
0
1
0
0
EVP, CFO
Common Stock
2023-02-12
4
M
0
19062
0.00
A
75767
D
Common Stock
2023-02-12
4
A
0
10065
0.00
A
85832
D
Common Stock
2023-02-12
4
F
0
15724
23.17
D
70108
D
Common Stock
2023-02-12
4
M
0
5204
0.00
A
75312
D
Common Stock
2023-02-12
4
F
0
3032
23.17
D
72280
D
Common Stock
2023-02-12
4
M
0
4101
0.00
A
76381
D
Common Stock
2023-02-12
4
F
0
2211
23.17
D
74170
D
Common Stock
36575
I
By Family Trust
Performance Stock Unit
2023-02-12
4
A
0
12486
0.00
A
Common Stock
12486
19062
D
Performance Stock Unit
2023-02-12
4
M
0
19062
0.00
D
Common Stock
19062
0
D
Performance Stock Unit
2023-02-12
4
A
0
2255
0.00
A
Common Stock
2255
6015
D
Restricted Stock Units
2023-02-12
4
M
0
5204.39
0.00
D
Common Stock
5204.39
0
D
Restricted Stock Units
2023-02-12
4
M
0
4101
0.00
D
Common Stock
4101
4101
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 Brian P. Lynch under a Limited Power of Attorney dated November 21, 2022.
2023-02-14