X0306 4 2014-05-14 0 0000928022 CALLON PETROLEUM CO CPE 0001415036 McVay Larry D 200 NORTH CANAL STREET NATCHEZ MS 39120 1 0 0 0 2013 RSU - Stock 2014-05-15 4 M 0 11672 D 2014-05-15 2016-05-15 Phantom Stock Units Payable in Cash 11672 23342 D Phantom Stock Units Payable in Cash 2014-05-15 4 M 0 11672 A Stock Units Payable in Cash 11672 11672 D 2014 RS - Stock 2014-05-14 4 A 0 12550 A 2015-05-14 2017-05-14 Common Stock 12550 12550 D These units/shares are subject to 3-year ratable vesting with one-third vesting on each anniversary date following the grant date. The Director elected that upon vesting these Restricted Stock Units convert into Phantom Stock Units Payable in Cash at retirement. Phantom Stock Units Payable in Cash will be paid upon the Director's retirement from the company's Board of Directors. Each vested unit will be equal to the economic value of one share of Callon Petroleum Company common stock at the closing price on the Director's retirement date. The value of each Stock Unit Payable in Cash is based on the economic value of one share of Callon Petroleum Company common stock at the closing price on the date of payment. These units/shares are subject to 3-year ratable vesting with one-third vesting on each anniversary date following the grant date. The value of each vested unit will be equal to the closing price of the company's common stock on the vesting date. Clay V. Bland as Attorney-in-fact 2014-05-15