Form 4 for CALY Callaway Golf Co
Accepted 2022-03-10 00:00:00 ET · period of report 2022-03-08 · accession 0000899243-22-010563 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DM | 2022-03-10 | 2022-03-08 | CALY | ANDERSON ERIK J | Dir | J - Other | $0.00 | +23.2K | 10.3K | New | $0 |
| D | 2022-03-10 | 2022-03-08 | CALY | ANDERSON ERIK J | Dir | M - OptEx | $0.00 | +573 | 16.0K | +4% | $0 |
| DMI | 2022-03-10 | 2022-03-08 | CALY | ANDERSON ERIK J | Dir | J - Other | $1.08 | -3.07M | 2.74M | -53% | -$3.33M |
| D | 2022-03-10 | 2022-03-08 | CALY | ANDERSON ERIK J | Dir | M - OptEx | $0.00 | -573 | 0 | -100% | $0 |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Common Stock | 2022-03-08 | J | A | 5,152 | $0.00 | 15,456 | D | — | — | |
| 2 | Common | Common Stock | 2022-03-08 | M | A | 573 | $0.00 | 16,029 | D | — | — | (F8) Represents the number of shares of the Issuer's common stock issued upon the vesting of restricted stock units ("RSUs"). (F9) RSUs convert into common stock of the Issuer on a one-for-one basis. |
| 3 | Common | Common Stock | 2022-03-08 | J | A | 18,024 | $0.00 | 10,304 | D | — | — | (F7) The number of shares of the Issuer's common stock held directly by the Reporting Person reflects the transfer of 18,024 shares of the Issuer's common stock by the Reporting Person to his former spouse pursuant to the requirements of a domestic relations order, which is exempt under Rule 16a-12. |
| 4 | Common | Common Stock | 2022-03-08 | J | D | 18,024 | $0.00 | 661,813 | I By WestRiver Management, LLC | — | — | (F2) WestRiver Management, LLC ("WestRiver Management") is the sole managing member of TGP Advisors and TGP Manager. TGP Manager is the sole managing member of TGP and TGP II and in such capacity is responsible for voting decisions with respect to certain matters regarding the Issuer's securities held by TGP and TGP II. The Reporting Person is the sole member and sole manager of WestRiver Management and the sole manager of Anderson Family Investments, LLC ("AFI"). As a result, the Reporting Person may be deemed to beneficially own the securities held of record by TGP, TGP II, TGP Advisors, TGP Manager, WestRiver Management and AFI. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. |
| 5 | Common | Common Stock | 2022-03-08 | J | D | 203,865 | $21.64 | 679,837 | I By WestRiver Management, LLC | — | — | (F6) Represents the closing price of the Issuer's common stock on the date the shares were transferred in the transactions described in note 5. (F2) WestRiver Management, LLC ("WestRiver Management") is the sole managing member of TGP Advisors and TGP Manager. TGP Manager is the sole managing member of TGP and TGP II and in such capacity is responsible for voting decisions with respect to certain matters regarding the Issuer's securities held by TGP and TGP II. The Reporting Person is the sole member and sole manager of WestRiver Management and the sole manager of Anderson Family Investments, LLC ("AFI"). As a result, the Reporting Person may be deemed to beneficially own the securities held of record by TGP, TGP II, TGP Advisors, TGP Manager, WestRiver Management and AFI. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. |
| 6 | Common | Common Stock | 2022-03-08 | J | A | 501,827 | $0.00 | 883,702 | I By WestRiver Management, LLC | — | — | (F4) The 501,827 shares of Issuer common stock received by WestRiver Management in connection with the Distribution-in-Kind includes 112,644 shares of the Issuer's common stock that were inadvertently reported on the Reporting Person's prior Form 4 filed on October 1, 2021 ("Prior Form 4") as held directly by WestRiver Management after giving effect to the in-kind distribution, effected on September 29, 2021, that was reported on the Prior Form 4 (the "Prior Distribution-in-Kind"). These 112,644 shares were instead held directly by TGP Manager, of which WestRiver Management is the sole managing member, after giving effect to the Prior Distribution-in-Kind. The Prior Form 4 should have reported that WestRiver Management held directly 399,375 shares of Issuer common stock and TGP Manager held directly 112,644 shares of Issuer Common Stock. In connection with the Distribution-in-Kind, TGP Manager distributed these 112,644 shares to WestRiver Management. (F2) WestRiver Management, LLC ("WestRiver Management") is the sole managing member of TGP Advisors and TGP Manager. TGP Manager is the sole managing member of TGP and TGP II and in such capacity is responsible for voting decisions with respect to certain matters regarding the Issuer's securities held by TGP and TGP II. The Reporting Person is the sole member and sole manager of WestRiver Management and the sole manager of Anderson Family Investments, LLC ("AFI"). As a result, the Reporting Person may be deemed to beneficially own the securities held of record by TGP, TGP II, TGP Advisors, TGP Manager, WestRiver Management and AFI. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. |
| 7 | Common | Common Stock | 2022-03-08 | J | D | 9,351 | $0.00 | 9,351 | I By TGP Advisors, LLC | — | — | (F2) WestRiver Management, LLC ("WestRiver Management") is the sole managing member of TGP Advisors and TGP Manager. TGP Manager is the sole managing member of TGP and TGP II and in such capacity is responsible for voting decisions with respect to certain matters regarding the Issuer's securities held by TGP and TGP II. The Reporting Person is the sole member and sole manager of WestRiver Management and the sole manager of Anderson Family Investments, LLC ("AFI"). As a result, the Reporting Person may be deemed to beneficially own the securities held of record by TGP, TGP II, TGP Advisors, TGP Manager, WestRiver Management and AFI. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. |
| 8 | Common | Common Stock | 2022-03-08 | J | D | 604,998 | $0.00 | 604,998 | I By TGP Investors II, LLC | — | — | (F2) WestRiver Management, LLC ("WestRiver Management") is the sole managing member of TGP Advisors and TGP Manager. TGP Manager is the sole managing member of TGP and TGP II and in such capacity is responsible for voting decisions with respect to certain matters regarding the Issuer's securities held by TGP and TGP II. The Reporting Person is the sole member and sole manager of WestRiver Management and the sole manager of Anderson Family Investments, LLC ("AFI"). As a result, the Reporting Person may be deemed to beneficially own the securities held of record by TGP, TGP II, TGP Advisors, TGP Manager, WestRiver Management and AFI. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. |
| 9 | Common | Common Stock | 2022-03-08 | J | D | 2,737,484 | $0.00 | 2,737,484 | I By TGP Investors, LLC | — | — | (F2) WestRiver Management, LLC ("WestRiver Management") is the sole managing member of TGP Advisors and TGP Manager. TGP Manager is the sole managing member of TGP and TGP II and in such capacity is responsible for voting decisions with respect to certain matters regarding the Issuer's securities held by TGP and TGP II. The Reporting Person is the sole member and sole manager of WestRiver Management and the sole manager of Anderson Family Investments, LLC ("AFI"). As a result, the Reporting Person may be deemed to beneficially own the securities held of record by TGP, TGP II, TGP Advisors, TGP Manager, WestRiver Management and AFI. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. |
| 10 | Derivative | Restricted Stock Units | 2022-03-08 | M | D | 573 | $0.00 | 0 | D | — · — to — | 573 Common Stock | (F8) Represents the number of shares of the Issuer's common stock issued upon the vesting of restricted stock units ("RSUs"). (F11) Represents only the RSUs granted on March 8, 2021, and does not include RSUs with different vesting terms. (F9) RSUs convert into common stock of the Issuer on a one-for-one basis. (F10) The RSUs were granted March 8, 2021 and vested on the first anniversary of the grant date. |