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