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