0000899243-22-010563.txt : 20220310
0000899243-22-010563.hdr.sgml : 20220310
20220310182712
ACCESSION NUMBER: 0000899243-22-010563
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20220308
FILED AS OF DATE: 20220310
DATE AS OF CHANGE: 20220310
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: 22730458
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
2022-03-08
0
0000837465
CALLAWAY GOLF CO
ELY
0001174968
ANDERSON ERIK J
2180 RUTHERFORD ROAD
CARLSBAD
CA
92008
1
0
0
0
Common Stock
2022-03-08
4
J
0
2737484
0.00
D
2737484
I
By TGP Investors, LLC
Common Stock
2022-03-08
4
J
0
604998
0.00
D
604998
I
By TGP Investors II, LLC
Common Stock
2022-03-08
4
J
0
9351
0.00
D
9351
I
By TGP Advisors, LLC
Common Stock
2022-03-08
4
J
0
501827
0.00
A
883702
I
By WestRiver Management, LLC
Common Stock
2022-03-08
4
J
0
203865
21.64
D
679837
I
By WestRiver Management, LLC
Common Stock
2022-03-08
4
J
0
18024
0.00
D
661813
I
By WestRiver Management, LLC
Common Stock
2022-03-08
4
J
0
18024
0.00
A
10304
D
Common Stock
2022-03-08
4
J
0
5152
0.00
A
15456
D
Common Stock
2022-03-08
4
M
0
573
0.00
A
16029
D
Common Stock
38591
I
By Anderson Family Investments, LLC
Restricted Stock Units
2022-03-08
4
M
0
573
0.00
D
Common Stock
573
0
D
Represents a pro-rata distribution in kind of shares of the Issuer's common stock held of record by TGP Investors, LLC ("TGP"), TGP Investors II, LLC ("TGP II"), TGP Manager, LLC ("TGP Manager"), and TGP Advisors, LLC ("TGP Advisors") to their respective members for no consideration ("Distribution-in-Kind") pursuant to such entities' organizational documents.
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.
Represents shares of Issuer's common stock received in connection with the Distribution-in-Kind.
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.
Represents shares of the Issuer's common stock transferred to third party consultants as compensation pursuant to existing consulting arrangements between WestRiver Management and such consultants.
Represents the closing price of the Issuer's common stock on the date the shares were transferred in the transactions described in note 5.
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.
Represents the number of shares of the Issuer's common stock issued upon the vesting of restricted stock units ("RSUs").
RSUs convert into common stock of the Issuer on a one-for-one basis.
The RSUs were granted March 8, 2021 and vested on the first anniversary of the grant date.
Represents only the RSUs granted on March 8, 2021, and does not include RSUs with different vesting terms.
/s/ Erik J Anderson
2022-03-10