0000928022-19-000235.txt : 20191220 0000928022-19-000235.hdr.sgml : 20191220 20191220150142 ACCESSION NUMBER: 0000928022-19-000235 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20191220 FILED AS OF DATE: 20191220 DATE AS OF CHANGE: 20191220 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: JOHNSON S P IV CENTRAL INDEX KEY: 0001044584 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14039 FILM NUMBER: 191300625 MAIL ADDRESS: STREET 1: 500 DALLAS STREET STREET 2: SUITE 2300 CITY: HOUSTON STATE: TX ZIP: 77002 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Callon Petroleum Co CENTRAL INDEX KEY: 0000928022 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 640844345 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2000 W SAM HOUSTON PARKWAY S STREET 2: SUITE 2000 CITY: HOUSTON STATE: TX ZIP: 77042 BUSINESS PHONE: 2815895200 MAIL ADDRESS: STREET 1: 2000 W SAM HOUSTON PARKWAY S STREET 2: SUITE 2000 CITY: HOUSTON STATE: TX ZIP: 77042 FORMER COMPANY: FORMER CONFORMED NAME: CALLON PETROLEUM CO DATE OF NAME CHANGE: 19941004 FORMER COMPANY: FORMER CONFORMED NAME: CALLON PETROLEUM HOLDING CO DATE OF NAME CHANGE: 19940805 4 1 wf-form4_157687208371193.xml FORM 4 X0306 4 2019-12-20 0 0000928022 Callon Petroleum Co CPE 0001044584 JOHNSON S P IV 2000 W. SAM HOUSTON PKWY. S. SUITE 2000 HOUSTON TX 77042 1 0 0 0 Common Stock 2019-12-20 4 A 0 700000 A 700000 I by Family Limited Partnership Common Stock 2019-12-20 4 A 0 299637 A 299637 D Common Stock 2019-12-20 4 A 0 466877 A 766514 D Common Stock 2019-12-20 4 A 0 72648 A 839162 D Stock Appreciation Rights 15.59 2019-12-20 4 A 0 159275 A 2019-12-20 2021-03-17 Common Stock 159275.0 159275 D Stock Appreciation Rights 15.39 2019-12-20 4 A 0 155288 A 2019-12-20 2022-03-23 Common Stock 155288.0 314563 D Stock Appreciation Rights 8.38 2019-12-20 4 A 0 238439 A 2019-12-20 2025-03-17 Common Stock 238439.0 553002 D Stock Appreciation Rights 6.27 2019-12-20 4 A 0 322949 A 2019-12-20 2026-03-17 Common Stock 322949.0 875951 D On December 20, 2019, Callon Petroleum Company ("Callon") and Carrizo Oil & Gas, Inc. ("Carrizo") completed the transactions contemplated by that certain Agreement and Plan of Merger, dated as of July 14, 2019, as amended on August 19, 2019 and further amended on November 13, 2019 (the "Merger Agreement"), by and between Callon and Carrizo, pursuant to which Carrizo merged with and into Callon, with Callon as the surviving corporation (the "Merger"). Pursuant to the Merger Agreement, at the Effective Time (as defined therein), each share of common stock, par value $0.01 per share, of Carrizo ("Carrizo common stock") beneficially owned by the Reporting Person at the effective time of the Merger, was cancelled and exchanged for 1.75 shares of common stock, par value $0.01 per share, of Callon ("Callon common stock"). Received in exchange for 400,000 shares of Carrizo common stock in connection with the Merger. On the effective date of the Merger, the closing price of Callon common stock was $4.72 per share and the closing price of Carrizo common stock was $8.25 per share. Received in exchange for 171,221 shares of Carrizo common stock in connection with the Merger. On the effective date of the Merger, the closing price of Callon common stock was $4.72 per share and the closing price of Carrizo common stock was $8.25 per share. Pursuant to the Merger Agreement, at the Effective Time, the Carrizo restricted stock units of the Reporting Person immediately vested and were converted into the right to receive a number of shares of Callon common stock that is equal to the product of (a) the number of shares of Carrizo common stock subject to such Carrizo restricted stock unit as of immediately prior to the Effective Time, multiplied by (b) 1.75, rounded up to the nearest whole share, subject to any applicable withholding taxes. The above number represents an estimate of the number shares of Callon common stock to be received by the Reporting Person pursuant to the Merger Agreement in exchange for their Carrizo restricted stock units. To be updated by amendment, if necessary. Received in exchange for 423,471 Carrizo restricted stock units in connection with the Merger. On the effective date of the Merger, the closing price of Callon common stock was $4.72 per share and the closing price of Carrizo common stock was $8.25 per share. Pursuant to the Merger Agreement, at the Effective Time, the Carrizo performance shares of the Reporting Person immediately vested and were converted into the right receive a number of shares of Callon common stock that is equal to the product of (a) the greater of (1) the target number of shares of Carrizo common stock subject to such Carrizo performance share award as of immediately prior to the effective time and (2) the number of shares of Carrizo common stock to be earned based on actual achievement of the performance criteria set forth in the applicable award agreement, measured based on a shortened performance period that ends as of the close of the business day prior to the effective time (if such performance is determinable, and as determined by the Carrizo board of directors immediately prior to the effective time), multiplied by (b) 1.75, rounded up to the nearest whole share, subject to any applicable withholding taxes. The above number represents an estimate of the number shares of Callon common stock to be received by the Reporting Person pursuant to the Merger Agreement in exchange for their Carrizo restricted stock units. To be updated by amendment, if necessary. Received in exchange for 65,893 Carrizo performance shares in connection with the Merger. On the effective date of the Merger, the closing price of Callon common stock was $4.72 per share and the closing price of Carrizo common stock was $8.25 per share. Received in connection with the Merger in exchange for 91,014 Carrizo stock appreciation rights with an exercise price of $27.295. Received in connection with the Merger in exchange for 88,736 Carrizo stock appreciation rights with an exercise price of $26.94. Received in connection with the Merger in exchange for 136,251 Carrizo stock appreciation rights with an exercise price of $14.67. Received in connection with the Merger in exchange for 184,542 Carrizo stock appreciation rights with an exercise price of $10.98. /s/ S.P. Johnson, IV, by Stacy E. Skelton, Attorney-in-Fact 2019-12-20 EX-24 2 aldrich-section16_powerofa.htm JOHNSON - POWER OF ATTORNEY

SECTION 16 POWER OF ATTORNEY

With respect to holdings of and transactions in securities issued by Callon Petroleum Company (the "Company"), the undersigned hereby constitutes and appoints the officers of the Company listed on Schedule A attached hereto and as may be amended from time to time, or any of them signing singly, with full power of substitution and resubstitution, to act as the undersigned's true and lawful attorney-in-fact to:

1. execute for and on behalf of the undersigned, Forms 3, 4, and 5 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended, and the rules thereunder;

2. do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

3. take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in the discretion of such attorney-in-fact.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution and resubstitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-facts substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.

The undersigned acknowledges that the attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is any Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934, as amended.

Additionally, I hereby revoke, terminate, and make void all authorizations and/or designations of any individual as an attorney-in-fact executed prior to the date hereof to execute and file on my behalf SEC Section 16 forms of the Company.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 20th day of December, 2019.

/s/ S.P. Johnson, IV

Schedule A

Individuals Appointed as Attorney-in-Fact with Full Power of Substitution and Resubstitution


1. Michol L. Ecklund
2. Stacy E. Skelton