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^*

Fine Rebecca

(Last)

(First)

(Middle)

2180 RUTHERFORD ROAD

(Street)

CARLSBAD

92008

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/25/2022

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)
	EVP, Chief People 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)

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)
Incentive Stock Option (right to buy)	⁽¹⁾	03/29/2029	Common Stock	13,017	$32.21	D
Incentive Stock Option (right to buy)	12/06/2021⁽²⁾	02/20/2030	Common Stock	497	$35.14	D
Non-Qualified Stock Option (right to buy)	12/06/2021⁽²⁾	02/20/2030	Common Stock	4,402	$35.14	D
Incentive Stock Option (right to buy)	⁽³⁾	04/29/2030	Common Stock	4,555	$35.14	D
Non-Qualified Stock Option (right to buy)	⁽⁴⁾	04/29/2030	Common Stock	10,520	$35.14	D
Restricted Stock Units⁽⁵⁾	⁽⁶⁾	⁽⁶⁾	Common Stock	5,742	$0.00	D
Restricted Stock Units⁽⁵⁾	⁽⁶⁾	⁽⁶⁾	Common Stock	13,531	$0.00	D
Performance Stock Unit⁽⁷⁾	⁽⁸⁾	⁽⁸⁾	Common Stock	1,755	$0.00	D
Restricted Stock Units⁽⁵⁾	⁽⁹⁾	⁽⁹⁾	Common Stock	9,356	$0.00	D

Explanation of Responses:

1. 9,763 shares subject to this stock option are fully vested as of the date hereof, and the remaining 3,254 shares vest on 1/1/2023.

2. The stock option vested in full on this date.

3. 539 shares subject to this stock option are fully vested as of the date hereof, and the remaining shares vest as follows: 537 shares on 1/1/2023; and 3,479 shares on 1/1/2024.

4. 7,000 shares subject to this stock option are fully vested as of the date hereof, and the remaining shares vest as follows: 3,231 shares on 1/1/2023; and 289 shares on 1/1/2024.

5. Each Restricted Stock Unit ("RSUs") represents a contingent right to receive one share of common stock.

6. These RSUs are scheduled to vest as follows: 1/3 of the RSUs vest on 3/8/2022; 1/3 of the RSUs vest on 3/8/2023; and 1/3 of the RSUs vest on 3/8/2024.

7. Each Performance Stock Unit ("PSUs") represents a contingent right to receive one share of common stock, subject to the achievement of applicable performance criteria.

8. On March 8, 2021, the Reporting Person was granted PSUs, the vesting of which is subject to the achievement of certain performance criteria. The number of shares reported represents the number of PSUs that were earned as a result of the achievement of such performance criteria. Such PSUs converted to time-based units that will vest on the third anniversary of the grant date subject to continued employment through such date.

9. These RSUs are scheduled to vest as follows: 1/3 of the RSUs vest on 2/17/2023; 1/3 of the RSUs vest on 2/17/2024; and 1/3 of the RSUs vest on 2/17/2025.

Remarks:

	/s/ Sarah Kim Attorney-in-Fact for Rebecca Fine under a Limited Power of Attorney dated February 23, 2022.	03/03/2022
	** 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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