SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Hocknell Alan

(Last)

(First)

(Middle)

2180 RUTHERFORD ROAD

(Street)

CARLSBAD

92008

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/29/2012

3. Issuer Name and Ticker or Trading Symbol
CALLAWAY GOLF CO [ ELY ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, Research & Development

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	21,760	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Non-Qualified Stock Option (right to buy)	01/30/2007⁽¹⁾	01/30/2014	Common Stock	5,000	$17.91	D
Non-Qualified Stock Option (right to buy)	10/15/2007⁽¹⁾	10/15/2014	Common Stock	1,666	$9.88	D
Non-Qualified Stock Option (right to buy)	01/18/2008⁽¹⁾	01/18/2015	Common Stock	8,333	$12.94	D
Non-Qualified Stock Option (right to buy)	01/27/2009⁽¹⁾	01/27/2016	Common Stock	7,919	$15.04	D
Non-Qualified Stock Option (right to buy)	01/16/2010⁽¹⁾	01/16/2017	Common Stock	8,650	$14.37	D
Non-Qualified Stock Option (right to buy)	01/14/2011⁽¹⁾	01/14/2018	Common Stock	8,369	$14.92	D
Non-Qualified Stock Option (right to buy)	01/29/2012⁽¹⁾	01/29/2019	Common Stock	28,142	$7.85	D
Non-Qualified Stock Option (right to buy)	⁽²⁾	01/28/2020	Common Stock	41,051	$7.53	D
Non-Qualified Stock Option (right to buy)	⁽³⁾	01/27/2021	Common Stock	59,518	$7.51	D
Stock Appreciation Rights (SARs)	⁽⁴⁾	01/27/2017	Common Stock	109,789	$6.69	D
Phantom Stock Units⁽⁵⁾	12/29/2012	12/29/2012	Common Stock	22,236	$0.00	D
Phantom Stock Units⁽⁵⁾	01/27/2014	01/27/2014	Common Stock	23,302	$0.00	D
Phantom Stock Units⁽⁵⁾	01/27/2015	01/27/2015	Common Stock	17,437	$0.00	D
Restricted Stock Units⁽⁶⁾	01/28/2013	01/28/2013	Common Stock	15,752.23	$0.00	D

Explanation of Responses:

1. The option became exercisable in full on the date set forth above under " Exercisable Date".

2. This stock option is scheduled to vest as follows: 13,684 shares on 01/28/2011; 13,684 shares on 01/28/2012; and 13,683 shares on 01/28/2013.

3. This stock option is scheduled to vest as follows: 19,840 shares on 01/27/2012; 19,839 shares on 01/27/2013; and 19,839 shares on 01/27/2014.

4. These Stock Appreciation Rights are scheduled to vest as follows: 36,597 SARs vest on 01/27/2013; 36,596 SARs vest on 01/27/2014; and 36,596 SARs vest on 01/27/2015.

5. Upon vesting, the recipient is entitled to a cash payment for each unit equal to the value on the vesting date of one share of the Company's Common Stock.

6. Each restricted stock unit represents a contingent right to receive one share of common stock upon vesting.

Remarks:

	/s/ Brian P. Lynch Attorney-in-Fact for Alan Hocknell under a Limited Power of Attorney dated November 30, 2012.	12/06/2012
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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