FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
|
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
CALLON PETROLEUM CO [ CPE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 03/31/2019 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|
1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 4,854 | I | 401(k) Account | |||||||
Common Stock | 03/31/2019 | M | 10,145(1) | A | (2) | 99,313 | D | |||
Common Stock | 03/31/2019 | M | 1,790(3) | A | $0(4) | 101,103 | D | |||
Common Stock | 03/31/2019 | F | 1,790(3)(5) | D | $7.67(4) | 99,313 | D | |||
Common Stock | 03/31/2019 | M | 10,881(6) | A | (2) | 110,194 | D | |||
Common Stock | 03/31/2019 | M | 8,162(7) | A | (2) | 118,356 | D | |||
Common Stock | 03/31/2019 | M | 8,615(8) | A | (2) | 126,971 | D | |||
Common Stock | 03/31/2019 | F | 9,207(5) | D | $7.55(2) | 117,764 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
2016 RSU - Stock(1) | (2) | 03/31/2019 | M | 10,145 | (1) | (1) | Common Stock | 10,145 | $0 | 0 | D | ||||
2016 Phantom Units(3) | (4) | 03/31/2019 | M | 1,790 | (3) | (3) | Common Stock | 1,790 | $0 | 0 | D | ||||
2017 RSU - Stock(6) | (2) | 03/31/2019 | M | 10,881 | (6) | (6) | Common Stock | 10,881 | $0 | 0 | D | ||||
2017 Performance Units - Stock(7) | (2) | 03/31/2019 | M | 8,162 | (7) | (7) | Common Stock | 8,162 | $0 | 0 | D | ||||
2018 RSU - Stock(8) | (2) | 03/31/2019 | M | 8,615 | (8) | (8) | Common Stock | 8,615 | $0 | 0 | D | ||||
2017 Performance Units - Cash(9) | (9) | 03/31/2019 | J | 8,162 | (9) | (9) | Common Stock | 8,162 | $0 | 0 | D | ||||
2018 Performance Units - 50% Stock/50% Cash(9) | (9) | 03/31/2019 | J | 12,924 | (9) | (9) | Common Stock | 12,924 | $0 | 0 | D | ||||
2019 Performance Units - 50% Stock/50% Cash(9) | (9) | 03/31/2019 | J | 22,482 | (9) | (9) | Common Stock | 22,482 | $0 | 0 | D | ||||
2019 RSU - Stock(10) | (10) | 03/31/2019 | J | 14,987 | (10) | (10) | Common Stock | 14,987 | $0 | 0 | D |
Explanation of Responses: |
1. Represents Restricted Stock Units ("RSUs") granted to the Reporting Person on May 13, 2016 subject to accelerated vesting effective March 31, 2019 pursuant to the terms of that certain Separation Agreement by and between the Reporting Person and the Company dated March 13, 2019. |
2. Each Unit is the economic equivalent of one share of the Callon Petroleum Company's Common Stock. |
3. Represents Phantom Stock Units ("PSUs") granted to the Reporting Person on May 13, 2016 subject to accelerated vesting effective March 31, 2019 pursuant to the terms of that certain Separation Agreement by and between the Reporting Person and the Company dated March 13, 2019. |
4. Each Unit paid in cash is the economic equivalent of the average of the opening and closing price of one share of Callon Petroleum Company's Common Stock on the vesting date or last business day prior to the vesting date if such date fell on a weekend or holiday. |
5. Payment of tax liability by withholding cash incident to vesting of equity award in accordance with Rule 16b-3. |
6. Represents RSUs granted to the Reporting Person on May 11, 2017 subject to accelerated vesting effective March 31, 2019 pursuant to the terms of that certain Separation Agreement by and between the Reporting Person and the Company dated March 13, 2019. |
7. Represents Performance Units granted to the Reporting Person on May 11, 2017 subject to accelerated vesting at target effective March 31, 2019 pursuant to the terms of that certain Separation Agreement by and between the Reporting Person and the Company dated March 13, 2019. |
8. Represents RSUs granted to the Reporting Person on May 10, 2018 subject to accelerated vesting effective March 31, 2019 pursuant to the terms of that certain Separation Agreement by and between the Reporting Person and the Company dated March 13, 2019. |
9. Represents unvested Performance Units forfeited in connection with Mr. Weant's separation from the Company effective March 31, 2019. |
10. Represents unvested RSUs forfeited in connection with Mr. Weant's separation from the Company effective March 31, 2019. |
Remarks: |
As previously disclosed on Current Report Form 8-K, filed with the U.S. Securities and Exchange Commission on March 8, 2019 and March 15, 2019 respectively, the Reporting Person retired as Callon's Vice President of Land effective March 31, 2019. |
Jerry A. Weant, by Stacy E. Skelton, Attorney-in-Fact | 04/02/2019 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |