X0305 4 2012-06-12 0 0000928022 CALLON PETROLEUM CO CPE 0001191296 WEATHERLY B F 200 NORTH CANAL STREET NATCHEZ MS 391203212 1 1 0 0 Executive Vice President/ CFO Common Stock 2012-06-12 2012-06-14 4 J 0 5102 4.05 A 39383.00 I 401(k) Account Common Stock 10282.00 D Common Stock 2288.00 I IRA Account Common Stock 66526.00 I Jt. Ten. with Spouse 2009 Restricted Stock Units - Cash 1.63 Common Stock 7875.00 7875.00 D 2009 Restricted Stock Units - Stock 1.63 Common Stock 44625.00 44625.00 D 2010 Phantom Shares 4.95 2010-11-08 2012-12-31 Common Stock 50000.00 50000.00 D 2010 Restricted Stock Units - Cash 4.95 2010-11-08 2013-05-07 Common Stock 15000.00 15000.00 D 2010 Restricted Stock Units - Stock 4.95 2010-11-08 2013-05-07 Common Stock 85000.00 85000.00 D 2011 Phantom Shares 7.01 2012-05-12 2013-12-31 Common Stock 37500.00 37500.00 D 2011 Restricted Stock Units - Cash 7.01 2012-05-12 2014-05-12 Common Stock 11250.00 11250.00 D 2011 Restricted Stock Units - Stock 7.01 2012-05-12 2014-05-12 Common Stock 63750.00 63750.00 D 2012 Phantom Shares 5.09 2014-12-31 2014-12-31 Common Stock 75623.00 75623.00 D 2012 Restricted Stock Units - Cash 5.09 2015-05-08 2015-05-08 Common Stock 11343.00 11343.00 D 2012 Restricted Stock Units - Stock 5.09 2015-05-08 2015-05-01 Common Stock 64280.00 64280.00 D Stock Options (Right to Buy) 5.12 2003-11-03 2013-05-02 Common Stock 5000.00 5000.00 D The shares were acquired as a result of the reporting person's election to invest in the common stock by liquidating other 401K investments previously owned. 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. 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. 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 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. This Phantom Share award is subject to vesting on December 31, 2014 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. By: Clay V. Bland as Attorney-in-fact for 2012-06-14