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Flannery Joseph B. – ‘4’ for 2/6/24 re: Topgolf Callaway Brands Corp.

On:  Thursday, 2/8/24, at 4:41pm ET   ·   For:  2/6/24   ·   As:  Officer   ·   Accession #:  837465-24-5   ·   File #:  1-10962

Previous ‘4’:  ‘4’ on 3/9/23 for 3/8/23   ·   Latest ‘4’:  This Filing

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/08/24  Flannery Joseph B.                4          Officer     2:380K Topgolf Callaway Brands Corp.     Topgolf Callaway B… Corp

Statement of Changes in Beneficial Ownership of Securities by an Insider   —   Form 4   —   SEA’34

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 4           Statement of Changes in Beneficial Ownership of     HTML     12K 
                Securities by an Insider --                                      
                wk-form4_1707428457.xml/5.8                                      
 2: EX-24       Power of Attorney                                   HTML      7K

‘4’   —   Statement of Changes in Beneficial Ownership of Securities by an Insider — wk-form4_1707428457.xml/5.8



        

This ‘4’ Document is an XML Data File that may be rendered in various formats:

  Form 4    –   Plain Text   –  SEC Website  –  EDGAR System  –    XML Data    –  <?xml?> File
 
 
SEC Info℠ rendering:  Statement of Changes in Beneficial Ownership of Securities by an Insider — wk-form4_1707428457.xml/5.8
 

The SEC has not released XSLT Stylesheets needed to render this File’s XML Data as a Form.

This is our “Plain Text” rendering:
 
                                                                                                                                                                                
Ownership Document
 
Schema Version:  X0508
Document Type:  4
Period of Report:  2/6/24
Not Subject to Section 16:  0
Issuer:
Issuer CIK:  837465
Issuer Name:  Topgolf Callaway Brands Corp.
Issuer Trading Symbol:  MODG
Reporting Owner:
Reporting Owner ID:
Owner CIK:  1803147
Owner Name:  Flannery Joseph B.
Reporting Owner Address:
Owner Street 1:  2180 RUTHERFORD ROAD
Owner Street 2:
Owner City:  CARLSBAD
Owner State:  CA
Owner ZIP Code:  92008
Owner State Description:
Reporting Owner Relationship:
Is Director?  No
Is Officer?  Yes
Is Ten Percent Owner?  No
Is Other?  No
Officer Title:  EVP, Apparel & Soft Goods
Aff 10b5 One:  0
Non-Derivative Table:
Derivative Table:
Derivative Transaction:
Security Title:
Value:  Performance Stock Unit
Conversion or Exercise Price:
Footnote ID:  F1
Transaction Date:
Value:  2/6/24
Footnote ID:  F2
Transaction Coding:
Transaction Form Type:  4
Transaction Code:  A
Equity Swap Involved?  No
Transaction Amounts:
Transaction Shares:
Value:  6,016
Transaction Price Per Share:
Value:  0
Transaction Acquired-Disposed Code:
Value:  A
Exercise Date:
Footnote ID:  F3
Expiration Date:
Footnote ID:  F3
Underlying Security:
Underlying Security Title:
Value:  Common Stock
Underlying Security Shares:
Value:  6,016
Post-Transaction Amounts:
Shares Owned Following Transaction:
Value:  10,026
Footnote ID:  F4
Ownership Nature:
Direct or Indirect Ownership:
Value:  D
Derivative Transaction:
Security Title:
Value:  Performance Stock Unit
Conversion or Exercise Price:
Footnote ID:  F1
Transaction Date:
Value:  2/6/24
Footnote ID:  F5
Transaction Coding:
Transaction Form Type:  4
Transaction Code:  A
Equity Swap Involved?  No
Transaction Amounts:
Transaction Shares:
Value:  2,607
Transaction Price Per Share:
Value:  0
Transaction Acquired-Disposed Code:
Value:  A
Exercise Date:
Footnote ID:  F3
Expiration Date:
Footnote ID:  F3
Underlying Security:
Underlying Security Title:
Value:  Common Stock
Underlying Security Shares:
Value:  2,607
Post-Transaction Amounts:
Shares Owned Following Transaction:
Value:  2,607
Footnote ID:  F4
Ownership Nature:
Direct or Indirect Ownership:
Value:  D
Derivative Transaction:
Security Title:
Value:  Performance Stock Unit
Conversion or Exercise Price:
Footnote ID:  F1
Transaction Date:
Value:  2/6/24
Footnote ID:  F6
Transaction Coding:
Transaction Form Type:  4
Transaction Code:  A
Equity Swap Involved?  No
Transaction Amounts:
Transaction Shares:
Value:  25,130
Transaction Price Per Share:
Value:  0
Transaction Acquired-Disposed Code:
Value:  A
Exercise Date:
Footnote ID:  F3
Expiration Date:
Footnote ID:  F3
Underlying Security:
Underlying Security Title:
Value:  Common Stock
Underlying Security Shares:
Value:  25,130
Post-Transaction Amounts:
Shares Owned Following Transaction:
Value:  25,130
Footnote ID:  F7
Ownership Nature:
Direct or Indirect Ownership:
Value:  D
Derivative Transaction:
Security Title:
Value:  Restricted Stock Units
Conversion or Exercise Price:
Footnote ID:  F8
Transaction Date:
Value:  2/6/24
Transaction Coding:
Transaction Form Type:  4
Transaction Code:  A
Equity Swap Involved?  No
Transaction Amounts:
Transaction Shares:
Value:  20,998
Transaction Price Per Share:
Value:  0
Transaction Acquired-Disposed Code:
Value:  A
Exercise Date:
Footnote ID:  F9
Expiration Date:
Footnote ID:  F9
Underlying Security:
Underlying Security Title:
Value:  Common Stock
Underlying Security Shares:
Value:  20,998
Post-Transaction Amounts:
Shares Owned Following Transaction:
Value:  20,998
Footnote ID:  F10
Ownership Nature:
Direct or Indirect Ownership:
Value:  D
Footnotes:
Footnote - F1:  Each Performance Stock Unit ("PSU") represents a contingent right to receive one share of common stock, subject to the achievement of applicable performance criteria.
Footnote - F2:  On February 12, 2021, the Reporting Person was granted PSUs, the vesting of which is subject to the achievement of certain performance criteria. The number of shares reported represents the number of PSUs that were earned as a result of the achievement of such performance criteria. Such PSUs converted to time-based units that will vest on the third anniversary of the grant date subject to continued employment through such date.
Footnote - F3:  Following vesting, the PSUs will become payable upon the earlier of (i) the reporting person's termination of continuous service or (ii) June 3, 2024.
Footnote - F4:  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.
Footnote - F5:  On February 12, 2021, the Reporting Person was granted PSUs, the vesting of which is subject to the achievement of certain rTSR performance criteria. The number of shares reported represents the number of PSUs that were earned as a result of the achievement of such performance criteria. Such PSUs converted to time-based units that will vest on the third anniversary of the grant date subject to continued employment through such date.
Footnote - F6:  On March 8, 2021, the Reporting Person was granted PSUs, the vesting of which is subject to the achievement of certain performance criteria. The number of shares reported represents the number of PSUs that were earned as a result of the achievement of such performance criteria. Such PSUs converted to time-based units that will vest on the third anniversary of the grant date subject to continued employment through such date.
Footnote - F7:  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.
Footnote - F8:  Restricted Stock Units ("RSUs") convert into common stock on a one-for-one basis.
Footnote - F9:  These RSUs are scheduled to vest as follows: 1/3 of the RSUs vest on February 6, 2025; 1/3 of the RSUs vest on February 6, 2026; and 1/3 of the RSUs vest on February 6, 2027.
Footnote - F10:  Represents only the RSUs granted on February 6, 2024 and does not include RSUs with different vesting terms.
Remarks:
Owner Signature:
Signature Name:  /s/ Clinton Foss Attorney-in-Fact for Joseph B. Flannery under a Limited Power of Attorney dated November 30, 2023.
Signature Date:  2/8/24


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