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^*

Thomas Jennifer L.

(Last)

(First)

(Middle)

2180 RUTHERFORD ROAD

(Street)

CARLSBAD

92008

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/20/2013

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)
	Chief Accounting Officer

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	8,548	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)	01/29/2012⁽¹⁾	01/29/2019	Common Stock	10,552	$7.85	D
Non-Qualified Stock Option (right to buy)	01/28/2013⁽¹⁾	01/28/2020	Common Stock	8,797	$7.53	D
Non-Qualified Stock Option (right to buy)	⁽²⁾	01/27/2021	Common Stock	8,503	$7.51	D
Non-Qualified Stock Option (right to buy)	⁽³⁾	02/01/2023	Common Stock	12,438	$6.52	D
Stock Appreciation Rights (SARs)⁽⁴⁾	⁽⁵⁾	01/27/2017	Common Stock	15,684	$6.69	D
Phantom Stock Units⁽⁶⁾	01/27/2014	01/27/2014	Common Stock	3,329	$0.00	D
Phantom Stock Units⁽⁶⁾	01/27/2015	01/27/2015	Common Stock	2,491	$0.00	D
Restricted Stock Units⁽⁷⁾	02/01/2016	02/01/2016	Common Stock	2,579.79	$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: 2,835 shares on 01/27/2012; 2,834 shares on 01/27/2013; and 2,834 shares on 01/27/2014.

3. This stock option is scheduled to vest as follows: 4,146 shares on 02/1/2014; 4,146 shares on 02/1/2015; and 4,146 shares on 02/1/2016.

4. The recipient is entitled to a cash payment equal to the number of vested Stock Appreciation Rights being exercised multiplied by the excess of (1) the lesser of (a) the per share value of the Company's Common Stock as of the exercise date and (b) the Maximum FMV, which is defined as any day the per share value of the Company's Common Stock equals or exceeds three times the exercise price of the SARs, over (2) the per share exercise price of the SARs.

5. These SARs are scheduled to vest as follows: 5,228 SARs vest on 01/27/2013; 5,228 SARs vest on 01/27/2014; and 5,228 SARs vest on 01/27/2015.

6. 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.

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

Remarks:

	/s/ Bradley J. Holiday Attorney-in-Fact for Jennifer L. Thomas under a Limited Power of Attorney dated May 20, 2013.	05/22/2013
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.