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*
WEBSTER STEVEN A

(Last) (First) (Middle)
2000 W. SAM HOUSTON PKWY. S.
SUITE 2000

(Street)
HOUSTON TX 77042

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Callon Petroleum Co [ CPE ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/06/2020
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
Common Stock 5,344,924 D
Common Stock 595,000 I by wife
Common Stock 03/06/2020 P 50,000 A $1.2995(1) 645,000 I by wife
Common Stock 343,750 I by San Felipe Resources Company(2)
Common Stock 03/06/2020 P 300,000 A $1.4814(3) 643,750 I by San Felipe Resources Company(2)
Common Stock 03/09/2020 P 250,000 A $0.4236(4) 893,750 I by San Felipe Resources Company(2)
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
Phantom Stock Units(5)(6) (6)(7) (5)(8) (5)(8) Common Stock 4,866(6) 4,866 D
Explanation of Responses:
1. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $1.295 to $1.30, inclusive. The reporting person undertakes to provide to Callon Petroleum Company ("CPE"), any security holder of CPE, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in footnotes 1, 3 and 4 to this Form 4.
2. Shares owned by San Felipe Resources Company, a partnership in which the reporting person has a 100% pecuniary interest in which the reporting person and his spouse are the general partners.
3. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $1.395 to $1.60, inclusive.
4. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $0.4184 to $0.428, inclusive.
5. The reporting person elected to defer his 2019 director retainer pursuant to CPE's Deferred Compensation Plan for Outside Directors (the "Plan"). Under the Plan, all deferrals are converted to CPE Phantom Stock Units. Each Phantom Stock Unit is the economic equivalent of one share of CPE Common Stock.
6. The number of Phantom Stock Units issued is the amount of cash compensation deferred divided by the closing price of CPE common stock on the grant date, which was $4.11 on January 13, 2020.
7. Each Phantom Stock Unit is the economic equivalent of one share of CPE Common Stock.
8. The Phantom Stock Units will be paid upon the reporting person's retirement from CPE's Board of Directors pursuant to the Plan. The reporting person has elected to have his Phantom Stock Units distributed in cash.
Remarks:
/s/ Steven A. Webster, by Diana L. Denton, Attorney-in-Fact 03/10/2020
** 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).
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