X0303 4 2010-12-31 0 0000928022 CALLON PETROLEUM CO CPE 0001098339 CALLON FRED L 200 NORTH CANAL STREET NATCHEZ MS 391203212 1 1 0 0 Chairman, President, CEO Common Stock 91248.00 D Common Stock 16557.00 I 401(k) Account Common Stock 92170.00 I By Custodian For Child Common Stock 24904.00 I Spouse 2010 Phantom Shares 4.95 2010-11-08 2012-12-31 Common Stock 62500.00 62500.00 D 2010 Restricted Stock Units - cash 4.95 2010-11-08 2013-05-07 Common Stock 18750.00 18750.00 D 2010 Restricted Stock Units - shares 4.95 2010-11-08 2013-05-07 Common Stock 106250.00 106250.00 D Stock Option (Right to Buy) 4.50 2003-01-13 2012-07-12 Common Stock 18750.00 18750.00 D Stock Option (Right to Buy) 3.70 2003-02-24 2012-08-23 Common Stock 12625.00 12625.00 D 2008 Performance Stock Award 2010-12-31 2010-12-31 5 J 0 23000 0 D Common Stock 23000.00 0.00 D 2009 Restricted Stock Units - cash 1.63 Common Stock 100000.00 100000.00 D 2009 Restricted Stock Units - shares 1.63 Common Stock 100000.00 100000.00 D The number of shares reported is calculated by dividing the total market value of the reporting person's account balance within the Callon Petroleum Company Employee Savings and Protection Plan (401(k) Plan) on the day prior to this Form 4 reporting date by the closing market price per share on that day. The number of shares awarded is conditioned based on the achievement of a specified performance target, based upon the price of Callon's stock, to be calculated on December 31, 2010. If the performance target is achieved, vesting with respect to the awarded shares will occur on 04/18/2011, the third anniversary following the award date. The number of shares originally awarded was based on the achievement of a specified performance target related to the relative ranking of Callon's total shareholder return compared to certain peer companies. On the specified measurement date, December 31, 2010, the minimum performance level was not reached and therefore, the award was cancelled. Restricted Stock Units will vest 100% on the third anniversary date following the grant date. Payment will be made in cash based on the average of the opening and closing market price of the underlying common stock of the issuer on the date of vesting. Restricted Stock Units will vest 100% on the third anniversary date following the grant date. Payment will be made in shares of common stock of the issuer based on the average of the opening and closing market price of the underlying common stock on the date of vesting. This Phantom Share award is subject to vesting on December 31, 2012 and is payable in cash rather than stock. In addition, the award is subject to a variable percentage payout based on a performance criteria related to the Total Shareholder Return of the Company compared to a group of peer companies. Therefore this award can range from 0% to as much as 150% of its original value at the vesting date. Restricted Stock Units will vest on the third anniversary date following the grant date. Payment will be made in cash based on the average of the opening and closing market price of the underlying common stock of the issuer on the date of vesting. Restricted Stock Units will vest on the third anniversary date following the grant date. Payment will be made in shares of common stock of the issuer based on the average of the opening and closing market price of the underlying common stock on the date of vesting. By: Robert A. Mayfield as Attorney-in-fact for 2011-01-05