SEC Form 4 

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

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| 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^*
Thomas Jennifer L.

(Last) | (First) | (Middle)
2180 RUTHERFORD ROAD

(Street) 
CARLSBAD | CA | 92008

(City) | (State) | (Zip)

2. Issuer Name and Ticker or Trading Symbol 
CALLAWAY GOLF CO [ ELY ]

5. Relationship of Reporting Person(s) to Issuer 
(Check all applicable) 
| Director | | 10% Owner
X | Officer (give title below) | | Other (specify below)
Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/31/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line) 
X | Form filed by One Reporting Person
| Form filed by More than One Reporting Person

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 | | |

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 | | | |
Performance Stock Unit | ^(1) | 01/31/2019^(2) | | A | | 7,525 | | ^(2) | ^(2) | Common Stock | 7,525 | $0.00 | 12,542^(3) | D |
Performance Stock Unit | ^(1) | 01/31/2019^(4) | | A | | 1,461 | | ^(4) | ^(4) | Common Stock | 1,461 | $0.00 | 3,895^(5) | D |
Performance Stock Unit | ^(1) | 01/31/2019^(6) | | A | | 1,921 | | ^(6) | ^(6) | Common Stock | 1,921 | $0.00 | 1,921^(7) | D |
Explanation of Responses:
1. Each Performance Stock Unit represents a contingent right to receive one share of common stock, subject to the achievement of applicable performance criteria.
2. The Reporting Person was granted a total of 6,271 target Performance Stock Units ("PSUs") on February 8, 2016, the vesting of which are subject to the achievement of certain performance criteria. The Reporting Person may be eligible to vest in up to 200% of such target PSUs during the three year period ended December 31, 2018. On January 31, 2019, the Compensation and Management Succession Committee of the Board of Directors determined that 200% of the target award was deemed to be achieved under the terms of the PSUs as a result of the Company's performance during 2016 - 2018. As a result, 7,525 of the PSUs converted to time-based units that will vest on the third anniversary of the grant date provided the Reporting Person remains employed by Callaway Golf Company through such date. The Reporting Person remains eligible to vest in the remaining PSUs subject to the terms of original award and the achievement of certain performance criteria.
3. Represents 200% of the PSUs originally granted on February 8, 2016 for which the performance criteria was achieved on January 18, 2017; January 31, 2018; and January 31, 2019.
4. The Reporting Person was granted a total of 4,867 target PSUs on February 6, 2017, the vesting of which are subject to the achievement of certain performance criteria. The Reporting Person may be eligible to vest in up to 200% of such target PSUs during the three year period ending December 31, 2019. On January 31, 2019, the Compensation and Management Succession Committee of the Board of Directors determined that 80% of the target award was deemed to be achieved under the terms of the PSUs as a result of the Company's performance during 2017 - 2018. As a result, 1,461 of the PSUs converted to time-based units that will vest on the third anniversary of the grant date provided the Reporting Person remains employed by Callaway Golf Company through such date. The Reporting Person remains eligible to vest in the remaining PSUs subject to the original award subject to the achievement of certain performance criteria.
5. Represents only that portion of the PSUs originally granted on February 6, 2017 for which the performance criteria was achieved on January 31, 2018 and January 31, 2019, and does not include the other PSUs originally granted on such date or any other PSUs with different grant dates or vesting terms.
6. The Reporting Person was granted a total of 3,841 target PSUs on February 9, 2018, the vesting of which are subject to the achievement of certain performance criteria. The Reporting Person may be eligible to vest in up to 200% of such target PSUs during the three year period ending December 31, 2020. On January 31, 2019, the Compensation and Management Succession Committee of the Board of Directors determined that 50% of the target award was deemed to be achieved under the terms of the PSUs as a result of the Company's performance during 2018. As a result, 1,921 of the PSUs converted to time-based units that will vest on the third anniversary of the grant date provided the Reporting Person remains employed by Callaway Golf Company through such date. The Reporting Person remains eligible to vest in the remaining PSUs subject to the original award subject to the achievement of certain performance criteria.
7. Represents only that portion of the PSUs originally granted on February 9, 2018 for which the performance criteria was achieved on January 31, 2019, and does not include the other PSUs originally granted on such date or any other PSUs with different grant dates or vesting terms.
Remarks:
| /s/ Sarah Kim Attorney-in-Fact for Jennifer L. Thomas under a Limited Power of Attorney dated February 1, 2019. | 02/01/2019
| ** 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.
LIMITED POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby
constitutes, designates and appoints each of Brian P. Lynch, Sarah Kim and Hina
M.D. Patel, as the undersigned's true and lawful attorneys-in-fact, with full
power to act without the others on behalf of and as attorney for the
undersigned, for the following purposes:

1.      to execute for and on behalf of the undersigned, in the undersigned's
capacity as an officer and/or director of Callaway Golf Company (the "Company"),
any forms or documents required or permitted in accordance with Section 16(a) of
the Securities Exchange Act of 1934 and the rules thereunder, as the same may
now exist or hereafter be amended, including Securities and Exchange Commission
Forms 3, 4 and 5;

2.      to do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such forms or
documents or any amendment or amendments thereto, and to file such forms or
documents with the Securities and Exchange Commission and any stock exchange or
similar authority; and

3.      to take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the forms or documents executed by such attorney-in-fact on
behalf of the undersigned pursuant to this Limited Power of Attorney shall be in
such form and shall contain such terms and conditions as such attorney-in-fact
may approve in such attorney-in-fact's discretion.

        The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully as the undersigned might or could do if
personally present, with full power of substitution or revocation, hereby
ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Limited Power of Attorney and the rights and powers
herein granted. The undersigned acknowledges that the foregoing
attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934.

         Unless earlier revoked by the undersigned in a signed writing delivered
to the foregoing attorneys-in-fact, this Limited Power of Attorney shall remain
in full force and effect until the undersigned is no longer required to file
such forms or documents with respect to the undersigned's holdings of and
transactions in securities issued by the Company.

        IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney
to be executed effective as of February 1, 2019.

                                                      /s/ Jennifer L. Thomas