SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

WEIHE JOHN G

(Last)

(First)

(Middle)

200 NORTH CANAL STREET

(Street)

NATCHEZ

39120

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/16/2013

3. Issuer Name and Ticker or Trading Symbol
CALLON PETROLEUM CO [ CPE ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP - EXPLORATION

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	25,633	D
Common Stock	81,776	I	401(k) Account

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
2011 Phantom Units - Performance Based⁽¹⁾	12/31/2013	12/31/2013	Phantom Stock Units Payable in Cash	10,000	⁽¹⁾	D
2011 Restricted Stock Units - Stock⁽²⁾	05/12/2014	05/12/2014	Common Stock	18,000	⁽³⁾	D
2012 Phantom Units - Performance Based⁽⁴⁾	12/31/2014	12/31/2014	Phantom Stock Units Payable in Cash	10,500	⁽⁴⁾	D
2012 Restricted Stock Units - Stock⁽²⁾	05/08/2015	05/08/2015	Common Stock	21,000	⁽³⁾	D
2013 Restricted Stock Units⁽²⁾	05/13/2016	05/13/2016	Common Stock	16,038	⁽⁵⁾	D
2013 Phantom Units⁽²⁾⁽⁶⁾	05/13/2016	05/13/2016	Phantom Stock Units Payable in Cash	2,830	⁽⁶⁾	D
2013 Phantom Units - Performance Based⁽⁴⁾	12/31/2015	12/31/2015	Phantom Stock Units Payable in Cash	27,109	⁽⁴⁾	D

Explanation of Responses:

1. The terms of this Phantom Unit award specify payment in cash rather than in common shares. The amount payable for each unit will be based on the economic value of one share of Callon Petroleum Company common stock at its closing price on the vesting date. In addition, the award is subject to a variable number of units vesting based on a performance criteria related to the Total Shareholder Return of the Company compared to a group of peer companies. The number of units subject to vest under this award can range from 0% to as much as 150%.

2. The award terms specify cliff vesting three years from the date of the award.

3. The value of each vested unit will be equal to the average of the opening and closing price of the company's common stock on the vesting date.

4. The terms of this Phantom Unit award specify payment in cash rather than in common shares. The amount payable for each unit will be based on the economic value of one share of Callon Petroleum Company common stock at its closing price on the vesting date. In addition, the award is subject to a variable number of units vesting based on a performance criteria related to the Total Shareholder Return of the Company compared to a group of peer companies. The number of units subject to vest under this award can range from 0% to as much as 200%.

5. The value of each vested unit will be equal to the closing price of the company's common stock on the vesting date.

6. The terms of this Phantom Unit award specify payment in cash rather than in common shares. The amount payable for each vested unit will be based on the economic value of one share of Callon Petroleum Company common stock at its closing price on the vesting date.

Remarks:

	Clay V Bland as Attorney-in-fact	05/22/2013
	** 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 5 (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.