0000899243-21-010745.txt : 20210309 0000899243-21-010745.hdr.sgml : 20210309 20210309190151 ACCESSION NUMBER: 0000899243-21-010745 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210308 FILED AS OF DATE: 20210309 DATE AS OF CHANGE: 20210309 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ANDERSON ERIK J CENTRAL INDEX KEY: 0001174968 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10962 FILM NUMBER: 21727558 MAIL ADDRESS: STREET 1: 1411 E MISSION AVE CITY: SPOKANE STATE: WA ZIP: 99202 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CALLAWAY GOLF CO CENTRAL INDEX KEY: 0000837465 STANDARD INDUSTRIAL CLASSIFICATION: [3949] IRS NUMBER: 953797580 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2180 RUTHERFORD RD CITY: CARLSBAD STATE: CA ZIP: 92008-8815 BUSINESS PHONE: 7609311771 MAIL ADDRESS: STREET 1: 2180 RUTHERFORD ROAD CITY: CARLSBAD STATE: CA ZIP: 92008 FORMER COMPANY: FORMER CONFORMED NAME: CALLAWAY GOLF DATE OF NAME CHANGE: 20070604 FORMER COMPANY: FORMER CONFORMED NAME: CALLAWAY GOLF CO DATE OF NAME CHANGE: 20070604 FORMER COMPANY: FORMER CONFORMED NAME: CALLAWAY GOLF CO /CA DATE OF NAME CHANGE: 19940222 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2021-03-08 0 0000837465 CALLAWAY GOLF CO ELY 0001174968 ANDERSON ERIK J 2180 RUTHERFORD ROAD CARLSBAD CA 92008 1 0 1 0 Common Stock 2021-03-08 4 A 0 37405 A 37405 I By TGP Advisors, LLC Common Stock 2021-03-08 4 A 0 14748485 A 14748485 I By TGP Investors, LLC Common Stock 2021-03-08 4 A 0 6051339 A 6051339 I By TGP Investors II, LLC Stock Option 6.91 2021-03-08 4 A 0 21348 0.00 A 2024-04-16 Common Stock 21348 21348 I By TGP Advisors, LLC Stock Option 21.08 2021-03-08 4 A 0 149439 0.00 A 2025-08-31 Common Stock 149439 149439 I By TGP Advisors, LLC Stock Option 30.45 2021-03-08 4 A 0 35880 0.00 A 2028-03-05 Common Stock 35880 35880 I By TGP Advisors, LLC Stock Option 32.21 2021-03-08 4 A 0 43391 0.00 A 2029-03-18 Common Stock 43391 43391 I By TGP Advisors, LLC Stock Option 35.14 2021-03-08 4 A 0 45229 0.00 A 2030-04-29 Common Stock 45229 45229 I By TGP Advisors, LLC Restricted Stock Units 2021-03-08 4 A 0 573 0.00 A Common Stock 573 573 D Pursuant to that certain Agreement and Plan of Merger, dated as of October 27, 2020 (the "Merger Agreement"), by and among the Issuer, 51 Steps, Inc. ("Merger Sub") and Topgolf International, Inc. ("Topgolf"), on March 8, 2021, each share of Topgolf common stock and preferred stock, was automatically converted into the right to receive a number of shares of the Issuer's common stock based on the exchange ratio described in the Issuer's prospectus related to the transactions contemplated by the Merger Agreement (the "Prospectus"). In addition, each outstanding Topgolf stock option held by the Reporting Person was exchanged for an option to purchase the Issuer's Common Stock, as described in the Prospectus. WestRiver Management, LLC is the sole managing member of TGP Advisors, LLC and TGP Manager, LLC. TGP Manager, LLC is the sole managing member of TGP Investors, LLC ("TGP") and TGP Investors II, LLC ("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 manager of WestRiver Management, LLC. As a result, the Reporting Person may be deemed to beneficially own the securities held of record by TGP Advisors, LLC, TGP Investors, LLC and TGP Investors II, LLC. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest therein. The stock option is currently exercisable. The stock option vests in four equal annual installments, beginning on January 1, 2019. The stock option vests in four equal annual installments, beginning on January 1, 2020. The stock option vests in four equal annual installments, beginning on January 1, 2021. Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock. The RSUs were granted on March 8, 2021 and vest in full on the first anniversary of the grant date. West River Management, LLC, TGP Advisors, LLC, TGP Manager, LLC, TGP Investors, LLC and TGP Investors II, LLC have separately filed a Form 3 relating to the securities held by TGP Advisors, LLC, TGP Investors, LLC and TGP Investors II, LLC /s/ Erik J Anderson 2021-03-09