Oliver G. Brewer III - Jun 3, 2024 Form 4 Insider Report for Topgolf Callaway Brands Corp. (MODG)

Role
President and CEO, Director
Signature
/s/ Clinton Foss Attorney-in-Fact for Oliver G. Brewer III under a Limited Power of Attorney dated November 30, 2023.
Stock symbol
MODG
Transactions as of
Jun 3, 2024
Transactions value $
-$4,664,455
Form type
4
Date filed
6/4/2024, 05:04 PM
Previous filing
Apr 5, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction MODG Common Stock Options Exercise $0 +90.2K $0.00 90.2K Jun 3, 2024 Direct F1
transaction MODG Common Stock Tax liability -$727K -46.3K -51.35% $15.68 43.9K Jun 3, 2024 Direct F2
transaction MODG Common Stock Options Exercise $0 +23.5K +53.44% $0.00 67.4K Jun 3, 2024 Direct F1
transaction MODG Common Stock Tax liability -$189K -12K -17.89% $15.68 55.3K Jun 3, 2024 Direct F2
transaction MODG Common Stock Options Exercise $0 +24.6K +44.49% $0.00 79.9K Jun 3, 2024 Direct F1
transaction MODG Common Stock Tax liability -$198K -12.6K -15.81% $15.68 67.3K Jun 3, 2024 Direct F2
transaction MODG Common Stock Options Exercise $0 +19.1K +28.33% $0.00 86.3K Jun 3, 2024 Direct F1
transaction MODG Common Stock Tax liability -$153K -9.79K -11.34% $15.68 76.6K Jun 3, 2024 Direct F2
transaction MODG Common Stock Options Exercise $0 +22.5K +29.35% $0.00 99K Jun 3, 2024 Direct F1
transaction MODG Common Stock Tax liability -$181K -11.5K -11.65% $15.68 87.5K Jun 3, 2024 Direct F2
transaction MODG Common Stock Options Exercise $0 +348K +397.73% $0.00 435K Jun 3, 2024 Direct F1
transaction MODG Common Stock Tax liability -$2.8M -179K -41.03% $15.68 257K Jun 3, 2024 Direct F2
transaction MODG Common Stock Options Exercise $0 +51.5K +20.08% $0.00 308K Jun 3, 2024 Direct F1
transaction MODG Common Stock Tax liability -$415K -26.5K -8.59% $15.68 282K Jun 3, 2024 Direct F2
transaction MODG Common Stock Gift $0 -282K -100% $0.00* 0 Jun 3, 2024 Direct
transaction MODG Common Stock Gift $0 +282K +49.34% $0.00 853K Jun 3, 2024 By Family Trust
holding MODG Common Stock 408K Jun 3, 2024 By Family Trust for Spouse
holding MODG Common Stock 149K Jun 3, 2024 By Family Trust for Son 1
holding MODG Common Stock 149K Jun 3, 2024 By Family Trust for Son 2
holding MODG Common Stock 149K Jun 3, 2024 By Family Trust for Son 3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction MODG Performance Stock Unit Options Exercise $0 -90.2K -100% $0.00* 0 Jun 3, 2024 Common Stock 90.2K Direct F1, F3
transaction MODG Performance Stock Unit Options Exercise $0 -23.5K -100% $0.00* 0 Jun 3, 2024 Common Stock 23.5K Direct F1, F4
transaction MODG Restricted Stock Units Options Exercise $0 -24.6K -100% $0.00* 0 Jun 3, 2024 Common Stock 24.6K Direct F1, F5
transaction MODG Restricted Stock Units Options Exercise $0 -19.1K -50% $0.00 19.1K Jun 3, 2024 Common Stock 19.1K Direct F1, F6, F7
transaction MODG Restricted Stock Units Options Exercise $0 -22.5K -33.33% $0.00 44.9K Jun 3, 2024 Common Stock 22.5K Direct F1, F8, F9
transaction MODG Performance Stock Unit Options Exercise $0 -348K -50% $0.00 348K Jun 3, 2024 Common Stock 348K Direct F1, F10, F11
transaction MODG Restricted Stock Units Options Exercise $0 -51.5K -100% $0.00* 0 Jun 3, 2024 Common Stock 51.5K Direct F1, F12
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Performance Stock Units ("PSUs")/Restricted Stock Units ("RSUs') convert into common stock on a one-for-one basis.
F2 Represents the number of shares of common stock withheld by the Company to satisfy tax withholding requirements in connection with the PSU/RSU vesting.
F3 Represents the aggregate number of PSUs originally granted on February 12, 2021, the vesting of which was subject to the achievement of certain performance criteria, that have been earned as a result of the achievement of the applicable performance criteria. All of such shares were fully vested as of February 12, 2024.
F4 Represents the aggregate number of rTSR PSUs originally granted on February 12, 2021, the vesting of which was subject to the achievement of certain performance criteria, that have been earned as a result of the achievement of the applicable performance criteria. All of such shares were fully vested as of February 12, 2024.
F5 The RSUs were granted on February 12, 2021 and vested in three equal annual installments beginning on the first anniversary of the grant date. Therefore, these RSUs were fully vested as of February 12, 2024.
F6 The RSUs were granted on February 17, 2022 and vest in three equal annual installments beginning on the first anniversary of the grant date.
F7 Represents only the unvested portion of the RSUs granted on February 17, 2022 and does not include RSUs with different vesting terms.
F8 The RSUs were granted on February 22, 2023 and vest in three equal annual installments beginning on the first anniversary of the grant date.
F9 Represents only the unvested portion of the RSUs granted on February 22, 2023 and does not include RSUs with different vesting terms.
F10 Represents the aggregate number of PSUs originally granted on March 8, 2021, the vesting of which was subject to the achievement of certain performance criteria, that have been earned as a result of the achievement of the applicable performance criteria. Such PSUs converted to time-based units 50% of which vested on the third anniversary of the grant date and 50% of which will vest on the fourth anniversary of the grant date, subject to continued employment through such date.
F11 Represents only the unvested portion of the PSUs granted on March 8, 2021 and does not include PSUs with different vesting terms.
F12 The RSUs were granted on March 8, 2021 and vested in three equal annual installments beginning on the first anniversary of the grant date. Therefore these RSUs were fully vested as of March 8, 2024.